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EXHIBIT 5
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Fountain Square
11911 Freedom Drive; Suite 400
Reston, VA 20190
701 Pennsylvania Avenue, N.W. Telephone: 703/464-4800
Washington, D.C. 20004 Fax: 703/464-4895
Telephone: 202/434-7300
Fax: 202/434-7400
September 13, 2000
Information Analysis Incorporated
11240 Waples Mill Road
Fairfax, Virginia 22030
Re: Registration Statement on Form SB-2
Ladies and Gentlemen:
In connection with the registration of 4,515,000 shares of common stock,
par value $.01 per share (the "Common Shares") of Information Analysis
Incorporated (the "Company") with the Securities and Exchange Commission on
a Registration Statement on Form SB-2 (the "Registration Statement"),
relating to the sales, if any, of the Common Shares by the selling
shareholders, we have examined such documents, records and matters of law
as we have considered relevant.
Based upon the foregoing, we are of the opinion that (i) the Shares have
been duly and validly authorized by the Company and (ii) the Shares, when
sold, will have been duly and validly issued, fully paid and non-
assessable, free of preemptive rights.
Our opinion is limited to the federal securities laws of the United States,
the laws of the Commonwealth of Virginia, and we express no opinion with
respect to the laws of any other jurisdiction. No opinion is expressed
herein with respect to the qualification of the Shares under the securities
or blue-sky laws of any state or any foreign jurisdiction.
We understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby further
consent to the reference to us under the caption "Legality of Common Stock
and Warrants" in the prospectus included in the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C.
MINTZ, LEVIN, COHN, FERRIS,
cc: Board of Directors GLOVSKY and POPEO, P.C.
