Exhibits 5 and 23(a)
LAW OFFICES OF OSCAR D. FOLGER
521 Fifth Avenue
New York, New York 10175
July 7, 2000
IR Operating Corporation.
112 Main Street
Webster, MA 01570
Re: Form S-8 Registration Statement
Gentlemen:
We have acted as counsel to IR Operating Corporation, a Delaware
corporation (the "Company"), in connection with the registration of 3,000,000
shares of common stock, par value $.001 per share (the "Common Stock"), of the
Company, pursuant to the registration statement on Form S-8 (the "Registration
Statement") filed by the Company under the Securities Act of 1933, as amended.
The Registration Statement relates to the shares of Common Stock issuable to
employees and consultants of the Company pursuant to the IR Operating
Corporation 1999 Stock Option Plan (the "Plan").
In our opinion, the Common Stock to be registered under the Registration
Statement has been duly authorized for issuance by the Company, and upon
issuance and delivery in accordance with the Plan, the Common Stock will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange Commission thereunder.
This opinion is to be used only in connection with the offer and sale of
the Common Stock as variously referred to herein while the Registration
Statement is in effect.
Very truly yours,
/s/ Oscar D. Folger
