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
November 6, 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 a Registration Statement on Form S-8 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission") with respect to
the registration under the Securities Act of 1933, as amended (the "Act"), of an
aggregate of 172,907 shares (the "Shares") of Class A Common Stock, par value
$.01 per share, under the Registrant's Restricted Stock Plan (the "Plan").
In connection with the registration of the Shares, we have reviewed
copies of the Registration Statement, the Plan, the 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 and the filing of the Registration Statement 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 the Shares
covered by the Registration Statement, when issued pursuant to the Plan and the
agreements pursuant to which the Shares were granted thereunder and in
accordance with the resolutions of the Board of Directors of the Registrant
authorizing the Plan and granting such Shares, 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.
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Securities and Exchange Commission
November 6, 2000
Page 2
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
