EXHIBIT 5
[GRAPHIC OMITTED] FOLEY & LARDNER
100 North Tampa Street, Suite 2700
Tampa, Florida 33602-5810
P.O. Box 3391
Tampa, Florida 33601-3391
813.229.2300 TEL
813.221.4210 FAX
www.foleylardner.com
WRITER'S DIRECT LINE
813.225.4135
ralba@foleylaw.com Email
CLIENT/MATTER NUMBER
999100-0100
December 5, 2003
IBIZ Technology Corp.
2238 West Lone Cactus Drive
Suite 200
Phoenix, Arizona 85021
Re: Amendment No. 1 to the Form S-8 Registration Statement Relating
to IBIZ Technology Corp. 2003 Stock Incentive Plan
Ladies & Gentlemen:
We have acted as counsel for IBIZ Technology Corp., a Florida
corporation (the "Company"), in connection with the preparation of Amendment No.
1 to the Form S-8 Registration Statement (the "Registration Statement") to be
filed by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
increase in the number of shares authorized under the plan from 22,000,000 to
472,000,000 shares of the Company's Common Stock, $.001 par value per share (the
"Common Stock"), which may be issued pursuant to the 2003 Stock Incentive Plan
(the "Plan"). This opinion letter is rendered pursuant to Item 8 of Form S-8 and
Item 601(b)(3) of Regulation S-K. The additional 450,000,000 shares of Common
Stock issuable pursuant to the Plan are referred to herein as the "Shares."
We have examined and are familiar with the Articles of
Incorporation of the Company filed with the Secretary of State of the State of
Florida, Bylaws of the Company, proceedings of the Board of Directors of the
Company in connection with the adoption of the Plan, and such other records and
documents of the Company, certificates of public officials and such other
documents as we have deemed appropriate as a basis for the opinions set forth in
this opinion letter.
Based on the foregoing, it is our opinion that the Shares of
common stock covered by the Registration Statement and to be issued pursuant to
the Plan, when issued in accordance with the terms and conditions of the Plan,
will be duly and validly issued, fully paid and nonassessable.
We are licensed to practice law in the State of Florida and
express no opinion as to any laws other than those of the State of Florida and
the federal laws of the United States of America.
This opinion letter is provided to you for your benefit and
for the benefit of the Securities and Exchange Commission, in each case, solely
with regard to the Registration Statement, may be relied upon by you and the
Commission only in connection with the Registration Statement, and may not be
relied upon by any other person or for any other purpose without our prior
written consent. We hereby consent to the inclusion of this opinion as
IBIZ Technology Corp.
December 5, 2003
Page 2
Exhibit 5 in the Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
or regulations of the Commission promulgated thereunder.
..
FOLEY & LARDNER
By: /s/ Russell T. Alba
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Russell T. Alba
RTA/mtv