Exhibit 5.1
January 10, 2001
I-Trax, Inc.
One Logan Square, Suite 2615
130 N. 18th Street
Philadelphia, Pennsylvania 19103
Re: Registration of 19,483,084 Shares of Common Stock on Form S-4
-------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to I-trax, Inc., a Delaware corporation, and
I-Trax.com, Inc., a Delaware corporation, in connection with the registration by
I-trax, Inc. under the Securities Act of 1933, as amended, of 19,483,084 shares
of its common stock, $0.001 par value (the "Shares"). The Shares are being
registered pursuant to a Registration Statement on Form S-4 (as amended or
supplemented, the "Registration Statement") filed with the Securities and
Exchange Commission on October 27, 2000, amended on December 22, 2000 with a
further amendment to be filed on or about January 10, 2001. The Shares are
proposed to be issued pursuant to that certain Agreement and Plan of Merger,
dated as of September 22, 2000 (the "Merger Agreement"), among I-Trax.com, Inc.,
I-trax, Inc., and I-trax.com Acquisition Co. (a wholly owned subsidiary of
I-trax, Inc.).
We have examined such documents, records and matters of law as we have
deemed necessary for the purposes of this opinion. Based on such examination, we
are of the opinion that the Shares to be issued upon the merger of I-trax.com
Acquisition Co. with and into I-Trax.com, Inc. pursuant to the Merger Agreement
(the "Merger") are duly authorized and, upon consummation of the Merger in
accordance with the terms of the Merger Agreement and provided that the
Registration Statement becomes effective, will be validly issued, fully paid and
non-assessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
1
