EXHIBIT 5 Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Fountain Square 11911 Freedom Drive; Suite 400 Reston, VA 20190 701 Pennsylvania Avenue, N.W. Telephone: 703/464-4800 Washington, D.C. 20004 Fax: 703/464-4895 Telephone: 202/434-7300 Fax: 202/434-7400 July 17, 2000 Information Analysis Incorporated 11240 Waples Mill Road Fairfax, Virginia 22030 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: In connection with the registration of 4,515,000 shares of common stock, par value $.01 per share (the "Common Shares") of Information Analysis Incorporated (the "Company") with the Securities and Exchange Commission on a Registration Statement on Form SB-2 (the "Registration Statement"), relating to the sales, if any, of the Common Shares by the selling securityholders, we have examined such documents, records and matters of law as we have considered relevant. Based upon such examination, it is our opinion that: Based upon the foregoing, we are of the opinion that (i) the Shares have been duly and validly authorized by the Company and (ii) the Shares, when sold, will have been duly and validly issued, fully paid and non-assessable, free of preemptive rights. Our opinion is limited to the federal securities laws of the United States, the laws of the Commonwealth of Virginia, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue-sky laws of any state or any foreign jurisdiction. We understand that you wish to file this opinion as an exhibit to the Registration Statement, and we hereby consent thereto. We hereby further consent to the reference to us under the caption "Legality of Common Stock and Warrants" in the prospectus included in the Registration Statement. Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. MINTZ, LEVIN, COHN, FERRIS, cc: Board of Directors GLOVSKY and POPEO, P.C.