KELLEY DRYE & WARREN LLP
                               Two Stamford Plaza
                             281 Tresser Boulevard
                        Stamford, Connecticut 06901-3229


                                  June 25, 1999



IBS Interactive, Inc.
2 Ridgedale Avenue, Suite 350
Cedar Knolls, New Jersey  07927

Ladies and Gentlemen:

         We have acted as special counsel to IBS Interactive, Inc., a Delaware
corporation (formerly known as Internet Broadcasting System, Inc.) (the
"Company"), in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration Statement on Form
S-3 and any amendments thereto (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to 202,440 shares (the "Shares") of the Company's common stock, $0.01
par value per share (the "Common Stock"). Of the Shares: (i) 48,872 have been or
are to be issued upon the exercise of certain warrants to purchase shares of
Common Stock issued to private investors in a private placement transaction on
October 31, 1997 (the "1997 Warrants"); (ii) 50,000 are to be issued upon the
exercise of certain warrants to purchase shares of Common Stock issued to EBI
Securities Corporation ("EBI") as fees payable in connection with mergers and
acquisitions consulting services performed by EBI on behalf of the Company (the
"EBI Warrants"); and (iii) 103,568 have been or are to be issued upon the
exercise of certain warrants to purchase shares of Common Stock issued to Whale
Securities Co., LP, the underwriter of the Company's initial public offering of
Common Stock (the "Whale Warrants" and, together with the 1997 Warrants and the
EBI Warrants, the "Warrants").

         In connection with this opinion, we have examined and relied upon
copies certified or otherwise identified to our satisfaction of: (i) the 1997
Warrants; (ii) the EBI Warrants; (iii) the Whale Warrants; (iv) an executed copy
of the Registration Statement; (iv) the Company's Restated Certificate of
Incorporation and Restated By-laws; and (v) the minute books and other records
of corporate proceedings of the Company, as made available to us by officers of
the Company; and have reviewed such matters of law as we have deemed necessary
or appropriate for the purpose of rendering this opinion.

         For purposes of this opinion we have assumed the authenticity of all
documents submitted to us as originals, the conformity to originals of all
documents submitted to us as certified or photostatic copies, and the


IBS Interactive, Inc.
June 25, 1999
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authenticity of the originals of all documents submitted to us as copies. We
have also assumed the legal capacity of all natural persons, the genuineness of
all signatures on all documents examined by us, the authority of such persons
signing on behalf of the parties thereto other than the Company and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Company. As to certain factual matters material to the opinion
expressed herein, we have relied to the extent we deemed proper upon
representations, warranties and statements as to factual matters of officers and
other representatives of the Company. Our opinion expressed below is subject to
the qualification that we express no opinion as to any law other than the laws
of the State of Delaware and the federal laws of the United States of America.
Without limiting the foregoing, we express no opinion with respect to the
applicability thereto or effect of municipal laws or the rules, regulations or
orders of any municipal agencies within any such state.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, it is our opinion that
(i) the Shares already issued have been duly authorized and validly issued and
are fully paid and non-assessable and (ii) the Shares to be issued upon exercise
of any of the Warrants have been duly authorized and, when issued and paid for
in accordance with the terms of the Warrants, will be validly issued, fully paid
and non-assessable.

         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to all references to our firm included in the
Registration Statement as of the date hereof. In giving such consent, we do not
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 promulgated
thereunder.

                                          Very truly yours,

                                          KELLEY DRYE & WARREN LLP



                                          By: /s/ Jay R. Schifferli
                                             _________________________________
                                                 A Partner