Exhibit 5
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
47, Avenue Hoche
TEL (212) 715-9100 75008 Paris
FAX (212) 715-8100 France
June 22, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as counsel to Internet Commerce Corporation, a
Delaware corporation (the "Registrant"), in connection with the preparation and
filing of the Registrant's Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission, with respect to the
registration under the Securities Act of 1933, as amended, of an aggregate of
5,050,000 shares (the "Option Shares") of Class A Common Stock, par value $.01
per share, which may be issued upon exercise of options ("Options") granted
pursuant to the Registrant's Amended and Restated Stock Option Plan (the "Plan")
and the Agreement dated June 15, 2000 by and between the ICC Parties (as defined
therein) and David Workman and the Option Agreement dated June 20, 2000 between
David Workman and the Registrant (together, the "Workman Plan") and an aggregate
of 10,000 shares of Common Stock issued pursuant to the Workman Plan (the
"Workman Shares"; together with the Option Shares, the "Shares").
In connection with the registration of the Shares, we have
reviewed copies of the Registration Statement, the Plan, the Workman Plan, the
Registrant's Amended and Restated Certificate of Incorporation, as amended, the
By-laws of the Registrant, the resolutions of the Board of Directors of the
Registrant that authorize the adoption of the Plan, the Workman Plan and the
filing of the Registration Statement, the resolutions of the stockholders of the
registrant that authorize the adoption of the Plan and such other documents and
records as we have deemed necessary to enable us to express an opinion on the
matters covered hereby. In rendering this opinion, we have (a) assumed (i) the
genuineness of all signatures on all documents examined by us, (ii) the
authenticity of all documents submitted to us as originals and (iii) the
conformity to original documents of all documents submitted to us as photostatic
or conformed copies and the authenticity of the originals of such copies; and
(b) relied on (i) representations, statements and certificates of public
officials and others and (ii) as to matters of fact, statements, representations
and certificates of officers and representatives of the Registrant.
Based upon the foregoing, we are of the opinion that (i) the
Option Shares, when issued pursuant to the Plan or the Workman Plan, as the case
may be, and the agreements
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KRAMER LEVIN NAFTALIS & FRANKEL LLP
Securities and Exchange Commission
June 22, 2000
Page 2
pursuant to which the Options were granted thereunder and in accordance with the
resolutions of the Board of Directors or the Compensation Committee of the
Registrant authorizing the Plan or the Workman Plan, as the case may be, and
granting such Options and upon receipt of the purchase price therefor pursuant
to the terms of the relevant Option agreements, and (ii) the Workman Shares,
when issued pursuant to the Workman Plan and in accordance with the resolutions
of the Board of Directors of the Registrant authorizing the Workman Plan, will
be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving the foregoing consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission thereunder.
We are delivering this opinion to the Registrant, and no person
other than the Registrant may rely upon it.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
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