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 21, 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 949,289 shares (the "Shares") of Class A Common Stock, par value
$.01 per share, including shares which may be issued upon conversion of shares
of the Registrant's Series A Convertible Redeemable Preferred Stock (the "Series
A Preferred Stock") and upon exercise of warrants.
In connection with the registration of the Shares, we have
reviewed copies of the Registration Statement, the Amended and Restated
Certificate of Incorporation of the Registrant, as amended (the "Certificate of
Incorporation"), 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 or, in the case of Shares
issuable upon conversion or exercise of Series A Preferred Stock and warrants,
will be, when issued in accordance with the terms of such Series A Preferred
Stock or warrants, as the case may be, validly issued, fully paid and
non-assessable.
Internet Commerce Corporation
December 21, 1999
Page 2
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 do not express any opinion with respect to any law other
than the laws of the State of New York and the federal laws of the United
States. Our opinion is rendered only with respect to the laws which are
currently in effect in such jurisdictions.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel
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Kramer Levin Naftalis & Frankel