File No.: 35636.1
April 5, 2000
eLOT, Inc.
301 Merritt 7
Corporate Park, 1st Floor
Norwalk, Connecticut 06851
eLOT, Inc. 1999 Stock Incentive Plan
Ladies and Gentlemen:
I have acted as counsel to eLOT, Inc. (the "Company") in connection with the
Registration Statement (the "Registration Statement") on Form S-8 for the eLOT,
Inc. 1999 Stock Incentive Plan (the "Plan") being filed under the Securities Act
of 1933, as amended ("the Act"), on or about the date of this letter to register
13,000,000 shares of common stock, $.01 par value per share (the "Shares"), of
the Company, which from time to time may be offered and sold by the Company in
connection with the Plan.
I am familiar with the Registration Statement and the Exhibits thereto. I
have examined, originals or copies, certified and otherwise identified to my
satisfaction, of such corporate documents and records of the Company and
certificates and verbal advice of public officials as I have deemed necessary to
enable me to express this opinion. In rendering this opinion, I have assumed
(i) the genuineness of all signatures, (ii) the authenticity of all documents
submitted to me as originals and (iii) the conformity to authentic original
documents of all documents submitted to me as certified, conformed or
photostatic copies.
Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the Commonwealth of Virginia.
2. The Shares have been duly authorized and, when offered and sold as
described in the Registration Statement, will be legally issued, fully paid and
non-assessable.
April 5, 2000
Page 2
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Barbara C. Anderson
--------------------------
Barbara C. Anderson