EXHIBIT 5
September 26, 2000
ANTs Software.com
801 Mahler Road, Suite G
Burlingame, CA 94010
Re: Registration Statement on Form S-8
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about September 27, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 5, 437,530 shares of
Common Stock, par value $.001 per share (the "Shares"), reserved for issuance
pursuant to the ANTs software.com 2000 Stock Option Plan (the Plan") and
issuable under Warrants previously granted to directors, officers, advisors,
consultants and staff to the Company (the "Warrants").
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plan and the Warrants, legally and validly issued,
fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
/s/ The Corporate Law Group
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THE CORPORATE LAW GROUP
