-------------------------------------------------
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
-------------------------------------------------
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
TELEPHONE (▇▇▇) ▇▇▇-▇▇▇▇
FACSIMILE (▇▇▇) ▇▇▇-▇▇▇▇
Exhibit 5
December 5, 1997
Network Imaging Corporation
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Re: Network Imaging Corporation
Registration Statement on Form S-1
Registration Number 333-36385
Ladies/Gentlemen:
We have acted as counsel to Network Imaging Corporation, a Delaware
corporation ("Corporation"), in connection with the preparation and filing of
the above-captioned Registration Statement on Form S-1, Registration Number
333-36385 ("Registration Statement"), under the Securities Act of 1933, as
amended, covering 2,150,000 shares of Common Stock, $0.0001 par value per share
("Common Stock"), of the Corporation issuable in connection with (a) the Eight
Percent (8%) Convertible Notes ("July Notes") dated as of July 9, 1997 in the
aggregate principal amount of $1,800,000 issued to Wood Gundy in trust for RRSP
550 98866 19 and Gundyco in trust for RRSP 550 9919 12 (collectively referred to
as the "Selling Shareholders") and (b) the Eight Percent (8%) Convertible Notes
("August Notes") dated August 20, 1997 in the aggregate principal amount of
$200,000 issued to Gundyco in trust for RRSP 550 99119 12, and the resale of
such shares of Common Stock by such Selling Shareholders.
We have examined copies of the Registration Statement, the Prospectus
forming a part thereof, the Certificate of Incorporation and Bylaws of the
Corporation, each as amended to date, the minutes of various meetings and
unanimous written consents of the Board of Directors and the shareholders of the
Corporation, and original, reproduced or certified copies of such records of the
Corporation and such agreements, certificates of public officials, certificates
of officers and representatives of the Corporation and others, and such other
documents, papers, statutes and authorities as we deem necessary to form the
basis of the opinions hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the conformity to original
documents of all documents supplied to us as copies. As to various questions of
fact material to such opinions, we have relied upon statements and certificates
of officers and representatives of the Corporation and others.
Based on the foregoing, we are of the opinion that each of the
2,150,000 shares of Common Stock, when issued in accordance with the terms of
the July Notes and the August Notes, as the case may be, will be duly and
validly issued by the Corporation, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus forming part of the Registration Statement and to
your filing a copy of this Opinion as an exhibit to said Registration Statement.
Very truly yours,
/s/ ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
