December 10, 1996
    
 
   
Inter(Bullet)Act Systems, Incorporated
14 Westport Avenue
Norwalk, Connecticut 06851
    
 
   
Gentlemen:
    
 
   
     You have requested our opinion regarding certain Federal income tax
consequences of (i) the exchange, pursuant to the offer (the "Exchange Offer")
by Inter(Bullet)Act Systems, Incorporated, a North Carolina corporation (the
"Company"), of an aggregate of $142,000,000 principal amount at maturity of 14%
Senior Discount Notes due 2003 (the "New Notes") for an equal principal amount
at maturity of 14% Senior Discount Notes due 2003 (the "Old Notes") and (ii) the
ownership and disposition of the New Notes.
    
 
   
     We have examined such documents as we have deemed appropriate for purposes
of this opinion, including the Registration Statement on Form S-4 (Registration
No. 333-12091), as amended (the "Registration Statement"), that the Company
filed with the Securities and Exchange Commission (the "SEC") on the date hereof
with respect to the registration of the New Notes under the Securities Act of
1933, as amended (the "Act"). We also have examined such other materials and
have obtained such additional information as we have deemed relevant and
necessary.
    
 
   
     The terms of the Exchange Offer, of the Old Notes and of the New Notes,
which are set forth in the Registration Statement, are incorporated herein by
reference.
    
 
   
     Based on and subject to the foregoing and subject to the qualifications,
limitations and exceptions contained in the Prospectus forming a part of the
Registration Statement (the "Prospectus"), the legal conclusions set forth under
the heading "Certain Federal Income Tax Considerations" in the Prospectus
represent our opinion as to the material United States Federal income tax
consequences to a holder of Old Notes of the exchange of Old Notes for New Notes
pursuant to the Exchange Offer and of the ownership and disposition of New
Notes. No opinion is expressed on any matters other than those specifically
referred to under the heading "Certain Federal Income Tax Considerations" in the
Prospectus.
    
 
   
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under "Legal Matters" in the
Prospectus. In giving such consent, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the SEC promulgated thereunder.
    
 
   
                                         Very truly yours,
    
 
   
                                         SCHELL BRAY AYCOCK ABEL & LIVINGSTON
                                         P.L.L.C.