KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
FACSIMILE 47, Avenue Hoche
(212) 715-8000 75008 Paris
France
DIRECT NUMBER
(212) 715-9100
December 1, 1999
Internet Commerce Corporation
805 Third Avenue
New York, New York 10022
Re: Registration Statement on Form S-3
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-3 (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 22,000 shares (the "Shares") of Class A Common Stock, par value
$.01 per share.
In connection with the registration of the Shares, we have
reviewed copies of the Registration Statement, the Amended and Restated
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
and the By-laws of the Registrant, resolutions of the Board of Directors of the
Registrant 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 covered by the Registration Statement are 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.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
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Kramer Levin Naftalis & Frankel LLP