November 16, 2006
Information Analysis Incorporated
11240 Waples Mill Road
Fairfax, Virginia 22030
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), relating to an aggregate of 950,000 shares (the Shares) of the common stock, $0.01 par value per share, of Information Analysis Incorporated, a Virginia corporation (the Company), issuable under the Information Analysis Incorporated. 2006 Stock Incentive Plan (the Plan).
In connection with the preparation of the Registration Statement and this opinion letter, we have examined, considered and relied upon the following documents (collectively, the Documents):
(i) the Companys Articles of Incorporation, as filed with the State Corporation Commission of Virginia, as amended through the date hereof;
(ii) the Companys Bylaws, as amended through the date hereof;
(iii) resolutions of the board of directors and stockholders of the Company;
(iv) the Registration Statement and schedules and exhibits thereto;
(v) copies of the Plan: and
(vi) such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein.
In rendering the opinions set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, and the veracity of the Documents. As to questions of fact material to the opinions hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents.
Based upon the foregoing examination, and subject to the qualifications set forth below, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for in accordance with the provisions of the applicable Plan, will be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the Virginia Stock Corporation Act which includes the statutory provisions thereof as well as all applicable provisions of the Constitution of the Commonwealth of Virginia and reported judicial decisions interpreting these laws. Our opinion is rendered only with respect to laws, and the rules, regulations and orders thereunder, which are currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us in the Registration Statement. In giving this consent, we do not thereby admit that we are included within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations promulgated thereunder.
|Very truly yours,|
|/s/ Greenberg Traurig, LLP|
|GREENBERG TRAURIG, LLP|