EXHIBIT 5

               Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
                       12021 Sunset Hills Road, Suite 310
                                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

                                January 31, 2000

        Information Analysis Incorporated
        11240 Waples Mill Road
        Fairfax, Virginia 22030

        Re:  Registration Statement on Form S-3

        Ladies and Gentlemen:

             In connection with the registration of 1,625,000 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 S-3 (the "Registration
        Statement"), relating to the sales, if any, of the Common Shares by the
        selling shareholders, 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.