KUTAK ROCK LLP
SUITE 2100
Peachtree Center South Tower
225 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1731
404-222-4600
Facsimile 404-222-4654
November 14, 2000
Rainwire Partners, Inc.
695 Pylant Street
Atlanta, GA 30306
Gentlemen:
We have acted as counsel to Rainwire Partners, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the offering of up to 480,000 shares of the Company's common stock, .001 par
value (the "Common Stock"), that may be issued pursuant to the shares of Common
Stock that may be issued pursuant to the Consulting Agreement dated as of
November 10 , 2000 (collectively, the "Shares"). In connection therewith, we
have examined such corporate records, certificates of public officials and other
documents and records as we have considered necessary or proper for the purpose
of this opinion.
This opinion is limited by, and is in accordance with, the January 1, 1992
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to the legal considerations which
we deem relevant, we are of the opinion that the Shares covered by the
Registration Statement, which may be issued pursuant to the above-described
Consulting Agreement will, when issued, be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to our firm included in or made a
part of the Registration Statement.
Very truly yours,
/s/ Kutak Rock LLP
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Kutak Rock LLP