<PAGE> 1
EXHIBIT 5
FAEGRE & BENSON LLP
2200 WELLS FARGO CENTER, 90 SOUTH SEVENTH STREET
MINNEAPOLIS, MINNESOTA 55402-3901
September 29, 2000
Board of Directors
IntraNet Solutions, Inc.
8901 Wallace Road
Eden Prairie, Minnesota 55344
In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 750,000 shares of Common Stock, par value $.01 per share
(the "Shares"), of IntraNet Solutions, Inc., a Minnesota corporation (the
"Company"), pursuant to the Company's Employee Stock Purchase Plan, we have
examined such corporate records and other documents, including the Registration
Statement, and have reviewed such matters of law as we have deemed relevant
hereto, and, based upon such examination and review, it is our opinion that all
necessary corporate action on the part of the Company has been taken to
authorize the issuance and sale of the Shares and that, when issued and sold as
contemplated in the Registration Statement, the Shares will be legally and
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Faegre & Benson LLP
