Exhibit 5


                       KRAMER LEVIN NAFTALIS & FRANKEL LLP
                                919 THIRD AVENUE
                           NEW YORK, N.Y. 10022 - 3852


                                                               47, Avenue Hoche
                                                                  75008 Paris
   TEL (212) 715-9100                                               France
   FAX (212) 715-8000


                                                  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
                  ----------------------------------

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 an additional 2,000,000 shares of Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), which may be issued upon exercise
of options granted pursuant to the Registrant's Amended and Restated Stock
Option Plan (the "Plan") and an aggregate of 349,018 shares of Class A Common
Stock which may be issued upon exercise of options provided for in the Agreement
and Plan of Merger, dated June 14, 2000 (the "Merger Agreement"), by and among
the Registrant, ICC Acquisition Corporation, Inc., a North Carolina corporation
and a direct wholly-owned subsidiary of the Registrant, Research Triangle
Commerce, Inc., a North Carolina corporation ("RTCI"), and certain shareholders
of RTCI.

            We have reviewed copies of the Registration Statement, the Plan, the
Merger Agreement, 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 Merger Agreement and the
transactions contemplated by the Merger Agreement, 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 of
Class A Common Stock covered by the Registration Statement, when issued pursuant
to the Merger Agreement and/or Plan and the agreements pursuant to which the
options were granted thereunder and in accordance with the resolutions of the
Board of Directors or the Compensation



Securities and Exchange Commission
November 6, 2000
Page 2


Committee of the Registrant authorizing the Plan and granting such options and
upon receipt of the purchase price therefor pursuant to the terms of the
relevant option agreements, 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.

            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