Exhibit 5.2
January 9, 2001
I-Trax, Inc.
One Logan Square, Suite 2615
130 N. 18th Street
Philadelphia, PA 19103
Re: Federal Income Tax Consequences of
Proposed Merger of I-Trax.com Acquisition Co.
With and Into I-Trax.com, Inc.
Ladies and Gentlemen:
We have acted as counsel to I-Trax, Inc., a Delaware corporation
("Holding Company"), in connection with the transactions described in the
Agreement and Plan of Merger dated as of September 22, 2000 (the "Merger
Agreement") among I-Trax.com, Inc., a Delaware corporation ("I-Trax"),
I-Trax.com Acquisition Co., a Delaware corporation ("Indirect Subsidiary"), and
Holding Company. Pursuant to the Merger Agreement, Indirect Subsidiary shall be
merged with and into I-Trax (the "Merger") at the Effective Date (as defined in
the Merger Agreement), with I-Trax being the surviving corporation.
Holding Company has filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), a registration statement on Form S-4 (the "Registration Statement") with
respect to the common stock of Holding Company ("Holding Company Common Stock")
to be issued to the I-Trax stockholders in the Merger in exchange for their
common stock in I-Trax ("I-Trax Common Stock"). In addition, Holding Company
prepared a Prospectus dated October 27, 2000 (the "Prospectus"), which is made a
part of the Registration Statement.
In rendering the opinion set forth below, we have reviewed the Merger
Agreement, and have also reviewed and relied upon the accuracy of the facts
stated in the Prospectus (including Exhibits thereto) and such other materials
as we have deemed necessary or appropriate as a basis for our opinion.
Based upon and subject to the foregoing, and assuming that the Merger
is carried out in the manner described in the Registration Statement, we confirm
to you that the discussion of the material United States federal income tax
consequences under the caption "Material Federal Income Tax Consequences" (the
"Tax Section") fairly and accurately represents our opinion with respect to the
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federal income tax consequences of the merger to Holding Company and to the
stockholders of I-Trax.
Our opinion is subject to the qualifications, assumptions and
limitations set forth herein and in the Tax Section, and no opinion is expressed
regarding the tax consequences of the contribution of all of the ownership
interests of iSummit Partners, LLC (d/b/a MyFamilyMD), a New York limited
liability company, to Holding Company or any other matters not referred to
herein.
This opinion is being furnished to Holding Company in connection with
its preparation of the Prospectus. It is expressed solely for the benefit of
Holding Company and of stockholders of I-Trax exchanging I-Trax Common Stock for
Holding Company Common Stock in the Merger and may not be relied upon in any
manner or for any purpose by any other person.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/Wayne R. Strasbaugh
Wayne R. Strasbaugh
WRS/klc
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