Exhibit 5.1


                      [Letterhead of Raiford & Dixon, LLP]



June 3, 2003



InnerSpace Corporation
6595G Roswell Road, Suite 222
Atlanta, Georgia 30328

Dear Sirs:

     We have acted as special counsel to InnerSpace Corporation (the "Company")
in connection with the proposed issuance by the Company of up to 10,000,000
shares of common stock, par value $0.0001 per share (the "Common Stock") of the
Company, which may be issued pursuant to the Company's 2002 Stock Incentive
Plan, as amended (the "Plan"), as such number of shares may be increased in
accordance with Plan in the event of a merger, consolidation, reorganization,
liquidation, recapitalization, stock dividend, stock split, or similar event
involving the Company.

     We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with the
terms of the Plan will be legally issued, fully paid, and nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8.

                                           Very truly yours,

                                           RAIFORD & DIXON, LLP



                                           By:   /s/ A. Todd Merolla
                                                 -------------------------------
                                                 A. Todd Merolla