EX-5.1 3 a2052528zex-5_1.txt EXHIBIT 5.1 EXHIBIT 5.1 MORGAN, LEWIS & BOCKIUS LLP 1701 MARKET STREET PHILADEPHIA, PENNSYLVANIA 19103-2921 June 27, 2001 Infonautics, Inc. 590 North Gulph Road King of Prussia, Pennsylvania 19406 Re: Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as counsel to Infonautics, Inc., a Pennsylvania corporation (the "Company"), in connection with the Registration Statement on Form S-4 (the "Registration Statement"), filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder, relating to the issuance by the Company of an aggregate of up to 60,054,111 shares (the "Shares") of the Company's Common Stock, no par value, pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, TAC Merger Sub Corporation, a wholly owned subsidiary of the Company, and Tucows Inc. We are familiar with the Registration Statement. We have reviewed the Company's Articles of Incorporation and Bylaws, each as amended to date. We have also examined corporate records and such other documents, instruments or other information, and have made such inquiries of the Company's officers, as we deemed appropriate. In our examination, we have assumed the genuineness of all signatures, the authenticity of all items submitted to us as originals, and the conformity with originals of all items submitted to us as conformed, photostatic or other copies. Based upon the foregoing, we are of the opinion that the Shares, when issued in accordance with the Merger Agreement will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the use of our name in the Prospectus forming a part thereof under the caption "Legal Matters." In giving such consent, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder, or Item 509 of Regulation S-K. Very truly yours, /s/ MORGAN, LEWIS & BOCKIUS LLP