EXHIBIT 5
March 14, 2001
InterSpace Enterprises, Inc.
7825 Faye Avenue
La Jolla, CA 92037
Gentlemen:
I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, relating to
3,600,000 shares of common stock, $.0001 par value per share (the "Shares") of
InterSpace Enterprises, Inc. (the "Company"), which Shares have been issued
pursuant to the Company's consulting agreement dated February___, 2001 filed as
an exhibit to the Registration Statement (the "Agreement").
I have examined the Certificate of Incorporation and By-laws of the
Company and all amendments thereto, the Registration Statement and originals, or
copies, certified to my satisfaction, of such records of meetings, written
actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, documents and such other documents and instruments as
in my judgment are necessary or appropriate to enable us to render the opinions
expressed below.
In examining the foregoing documents, I have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly and validly authorized for issuance and the Shares, when
issued against delivery of the consideration therefor in accordance with the
terms of the Agreement, will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Resch Polster Alpert & Berger LLP
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Resch Polster Alpert & Berger LLP