EXHIBIT 5
December 22, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Infodata Systems Inc.
REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We are counsel to Infodata Systems Inc. (the "Company") and have
represented the Company in connection with the preparation of the Registration
Statement on Form S-3 being filed today with the Commission (together with all
exhibits thereto, the "Registration Statement"). The Registration Statement
relates to an offering by certain persons (the "Selling Shareholders") of up
to a total of 300,000 outstanding shares of the Company's common stock, par
value $.03 per share, subject to possible adjustment as follows. With respect
to 40,000 of such shares, such number of shares will be increased on the date
that is three business days prior to the date on which the Registration
Statement is expected to be declared effective to that number of shares that,
when multiplied by the closing ask price of the common stock on such date,
equals $80,000. The shares to be covered by the Registration Statement are
hereinafter referred to as the "Shares."
This opinion is being delivered to the Commission as Exhibit 5 to the
Registration Statement.
We have examined (i) the Articles of Incorporation, and all amendments
thereto, of the Company, certified by the Secretary of the State of the State
of Virginia, (ii) the By-laws of the Company, certified by the Secretary of
the Company as being those currently in effect, (iii) the Registration
Statement, and (iv) such other corporate records, certificates, documents and
other instruments as in our opinion are necessary or appropriate in connection
with expressing the opinions set forth below.
Based upon the foregoing, it is our opinion that the Company is a
corporation duly organized and existing under the laws of the State of
Virginia. Furthermore, it is our opinion that the Shares presently are legally
issued, fully paid and non-assessable. Finally, it is our opinion that after
the Registration Statement has become effective under the Securities Act of
1933 and the Shares have been sold in accordance with the Registration
Statement, the Shares will continue to be legally issued, fully paid and
non-assessable.
This firm hereby consents to the reference to it in the Registration
Statement and the filing of this opinion as Exhibit 5 thereto.
Sincerely,
FREEDMAN, LEVY, KROLL & SIMONDS
