EXHIBIT 23(a)
LAWYERS OPINION AND CONSENT
We have acted as counsel to Innodata Corporation, a Delaware corporation (the
"Company") in connection with the registration by the Company of 1,148,478
shares of its common stock, $.01 par value (the "Shares"). All of the Shares
are the subject of a Registration Statement on Form S-3 under the Securities Act
of 1933, as amended (the "Act"). As counsel to the Company we have examined and
relied upon the original or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and other instruments as we
have deemed necessary in order to render the following opinion.
Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and nonassessable.
We are aware that we are referred to under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and we hereby consent to such
reference to us and to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, however, we do not hereby imply
or admit that we are within the category of persons whose consent is required
under Section 7 of the Act or under the General Rules and Regulations of the
Securities and Exchange Commission adopted thereunder.
Oscar D. Folger
Law Offices of Oscar D. Folger
New York, New York
December 4, 2000
