Exhibit 5
September 22, 2000
Infocrossing, Inc.
2 Christie Heights Street
Leonia, NJ 07605
Ladies and Gentlemen:
This opinion is being given in connection with the Registration
Statement on Form S-8 (the "Registration Statement") to be filed with the
Securities and Exchange Commission by Infocrossing, Inc. (the "Company") on the
date hereof for the purpose of registering under the Securities Act of 1933, as
amended, 1,000,000 shares of Common Stock, par value $.01 per share (the "Common
Stock"), to be issued by the Company under the Infocrossing, Inc. 1992 Stock
Option and Stock Appreciation Rights Plan, as amended (the "Plan"). In
connection with this opinion, we have examined such corporate records,
certificates and other documents and such questions of law as we have considered
necessary or appropriate for the purpose of this opinion.
Upon the basis of such examination, we advise you that, in our opinion,
the Common Stock has been legally authorized for issuance under the Plan and,
when sold upon valid exercise of the options granted under the Plan, the shares
of Common Stock will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.
/s/ ROBINSON & COLE LLP
