1

                                                                       EXHIBIT 5


                               September 17, 1999


Interactive Pictures Corporation
1009 Commerce Park Drive
Oak Ridge, Tennessee 37830

RE:      1997 Equity Compensation Plan
         Stock Option Agreements


Gentlemen:

         We have acted as securities counsel for Interactive Pictures
Corporation, a Tennessee corporation (the "Company"), in connection with the
Company's Registration Statement on Form S-8 (the "Registration Statement"),
pursuant to the Securities Act of 1933, as amended, relating to the Company's
1997 Equity Compensation Plan (the "Plan"), the Executive Employment Agreement
between the Company and James M. Phillips and the Stock Option Agreements
between the Company and John M. Murphy, Christopher M. King, Michael J. Sher,
Michael J. Tourville, Edmond B. Lewis, H. Craig Grantham, Laban P. Jackson, III
and Douglas E. Snyder (collectively referred to herein as the "Agreements").
This opinion is being furnished in response to Item 601 of Regulation S-K and
the instructions to Form S-8.

         We are familiar with the proceedings to date with respect to the
proposed offering and have examined such records, documents and matters of law
and satisfied ourselves as to such matters of fact as we have considered
relevant for purposes of this opinion.

         On the basis of the foregoing, we are of the opinion that:

         1. The Company is a corporation duly organized and existing under the
laws of the State of Tennessee.

         2. The Plan and the Agreements have been duly and validly authorized
and adopted, and the shares of Common Stock of the Company (the "Shares") that
may be issued and sold from time to time in accordance with the Plan and the
Agreements have been duly authorized for issuance and will, when issued, sold
and paid for in accordance with the Plan and the Agreements, be validly issued,
fully paid and non-assessable.

         The foregoing opinion is limited to the federal laws of the United
States and the corporate laws of the State of Tennessee, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction.

         In rendering the foregoing opinion, we have relied to the extent we
deem such reliance appropriate as to certain matters on statements,
representations and other information obtained from public officials, officers
of the Company and other sources believed by us to be responsible.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.

                                      Very truly yours,

                                      BAKER, DONELSON, BEARMAN & CALDWELL,
                                      a Professional Corporation



                                   Exhibit 5-1