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Exhibit 5
OPINION OF BARBARA C. ANDERSON, GENERAL COUNSEL
July 7, 2000
eLOT, Inc.
301 Merritt 7
Corporate Park, 1st Floor
Norwalk, Connecticut 06851
eLOT, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
I have acted as counsel to eLOT, Inc. (the "Company") in connection with
the Registration Statement (the "Registration Statement") on Form S-3 being
filed under the Securities Act of 1933, as amended ("the Act"), on or about the
date of this letter to register the resale of 7,000,000 shares of common stock,
$.01 par value per share (the "Shares"), of the Company, which from time to time
may be offered and sold by certain selling shareholders listed in the
Registration Statement.
I am familiar with the Registration Statement and the Exhibits thereto. I
have examined, originals or copies, certified and otherwise identified to my
satisfaction, of such corporate documents and records of the Company and
certificates and verbal advice of public officials as I have deemed necessary to
enable me to express this opinion. In rendering this opinion, I have assumed
(i) the genuineness of all signatures, (ii) the authenticity of all documents
submitted to me as originals and (iii) the conformity to authentic original
documents of all documents submitted to me as certified, conformed or
photostatic copies.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.
2. The sale of the Shares pursuant to the Registration Statement has been
duly authorized and, when offered and sold as described in the Registration
Statement, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Barbara C. Anderson
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Barbara C. Anderson
