[LETTERHEAD OF PARKER CHAPIN LLP]
November 17, 2000
Ion Networks, Inc.
1551 S. Washington Avenue
Piscataway, New Jersey 08854
Gentlemen:
We have acted as counsel to Ion Networks, Inc. (the "Company") in
connection with a Registration Statement on Form S-3 filed by the Company with
the Securities and Exchange Commission (the "Registration Statement") relating
to 2,857,142 shares (the "Shares") of the Company's common stock, par value
$0.001 per share, all of which been issued by the Company.
In connection with the foregoing, we have examined, among other things,
the Registration Statement and originals or copies, satisfactory to us, of all
such corporate records and of all such agreements, certificates and other
documents as we have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original documents of all documents submitted to us
as copies. As to any facts material to such opinion, we have, to the extent that
relevant facts were not independently established by us, relied on certificates
of public officials and certificates, oaths and declarations of officers or
other representatives of the Company.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, validly issued, fully-paid and non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
(the "Act"), the rules and regulations of the Securities and Exchange Commission
promulgated thereunder or Item 509 of Regulation S-K promulgated under the Act.
Very truly yours,
/s/ Parker Chapin LLP
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PARKER CHAPIN LLP
