December 10, 1996
    
 
   
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
    
 
   
     Re: Inter(Bullet)Act Systems, Incorporated
        Registration Statement on Form S-4
        Registration No. 333-12091
    
 
   
Gentlemen:
    
 
   
     We have represented Inter(Bullet)Act Systems, Incorporated, a North
Carolina corporation (the "Corporation"), in connection with the proposed
offering to exchange $142,000,000 aggregate principal amount of the
Corporation's Senior Discount Notes due 2003 (the "New Notes") for an equal
principal amount of its outstanding Senior Discount Notes due 2003 (the "Old
Notes").
    
 
   
     We have examined the Corporation's Articles of Incorporation, and all
amendments thereto, its Bylaws and such of its corporate records as we deemed
necessary for purposes of rendering this opinion, the Registration Statement
(Form S-4) and all amendments thereto relating to the offering referred to above
and filed with the Securities and Exchange Commission (the "Commission"),
including the Prospectus therein (the "Prospectus"), and the Indenture between
the Company and Fleet National Bank, as trustee (the "Indenture") included as an
exhibit thereto. For purposes of this opinion, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
certified, photostatic or conformed copies, and the authenticity of the
originals of such documents.
    
 
   
     Based on the foregoing, we are of the following opinions:
    
 
   
          (1) The Indenture has been duly authorized, executed and delivered and
     constitutes a valid and legally binding instrument of the Corporation;
    
 
   
          (2) The New Notes, when and if duly executed, authenticated and
     delivered in accordance with the Indenture and issued against receipt of
     the Old Notes, will be duly issued, valid and binding obligations of the
     Corporation entitled to the benefits of the Indenture.
    
 
   
     The opinions set forth above are subject to the following qualifications
and limitations:
    
 
   
          (a) The enforceability of any obligation of the Corporation is subject
     to applicable bankruptcy, insolvency, reorganization, fraudulent
     conveyance, moratorium and similar laws affecting creditors' rights and
     remedies generally and subject to general principles of equity, including
     principles of commercial reasonableness, good faith and fair dealing
     (regardless of whether enforcement is sought in a proceeding at law or in
     equity).
    
 
   
          (b) We express no opinion (i) as to, and assume compliance with, any
     applicable, federal or state securities law (ii) as to any provision of the
     Indenture purporting to relieve the Trustee of the exercise of reasonable
     diligence or (iii) with respect to the enforceability of any provision of
     the Indenture pursuant to which any party is indemnified against a
     liability arising under applicable securities laws.
    
 
   
          (c) In rendering the opinions set forth herein, we have relied solely
     on the opinion of Cravath, Swaine & Moore insofar as such opinions relate
     to the laws of the State of New York.
    
 
   
          We hereby consent to the use of this opinion as Exhibit 5 of the
     Registration Statement relating to the offering referred to above, as filed
     with the Commission under the Securities Act of 1933 (the "Act"), and to
     any reference to this opinion and to our firm name under the heading "Legal
     Opinions" in the Prospectus. We do not, however, thereby admit that we are
     within 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,
    
 
   
                                         SCHELL BRAY AYCOCK ABEL & LIVINGSTON
                                         P.L.L.C.