EX-5 2 ex5.htm EXHIBIT 5 ex5.htm

Exhibit 5


Opinion of Ledbetter Wanamaker Glass LLP as to the legality of the securities to be issued



May 12, 2016


Intelligent Systems Corporation

4355 Shackleford Road

Norcross, Georgia 30093


Re:           Form S-8 Registration Statement




We have acted as counsel for Intelligent Systems Corporation, a Georgia corporation (the “Company ”), in connection with (i) the preparation and filing of a registration statement on Form S-8 (the “ Registration Statement ”) relating to the Intelligent Systems Corporation 2003 Incentive Stock Plan, the Intelligent Systems Corporation 2015 Incentive Stock Plan, and the Intelligent Systems Corporation 2011 Non-Employee Directors’ Stock Plan (collectively the “Plans”), and (ii) the proposed offer and sale of up to 1,102,500 shares of the Company’s common stock, par value $0.01 per share (the “ Shares ”) pursuant to the Plans.


In connection with the preparation of the Registration Statement, we have examined originals or copies of such corporate records, documents, and other instruments relating to the authorization and issuance of the Shares as we have deemed relevant under the circumstances. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed, or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate.


On the basis of the foregoing, it is our opinion that the offer and sale of the Shares pursuant to the Plans have been duly authorized by the Board of Directors of the Company, and such Shares, when issued in accordance with the terms and conditions of the Plans will be validly issued, fully paid, and non-assessable.


We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act on 1933, as amended, or the rules and regulations of the Commission thereunder.



Yours truly,













/s/ Larry D. Ledbetter




Larry D. Ledbetter, A Partner