Global Technologies Ltd – ‘S-3/A’ on 11/18/96 – EX-5.1

As of:  Monday, 11/18/96   ·   Accession #:  944209-96-551   ·   File #:  333-14013

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Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement     59    370K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 6: EX-4.11     Stock Purchase Warrant                                 9     39K 
 7: EX-4.12     Stock Purchase Warrant                                 9     39K 
 2: EX-4.2      Amendment to Warrant Agreement                         2     13K 
 3: EX-4.3      Warrant Agreement Dated October 24, 1996              27    105K 
 4: EX-4.4      Amendment to Warrant Agreement                         2     13K 
 5: EX-4.8      Class B Warrant Certificate                            6     23K 
 8: EX-5.1      Opinion of Irell & Manella, LLP                        1     11K 
14: EX-10.10    Office Lease                                          56    169K 
15: EX-10.11    Single Tenant Lease                                   47    157K 
16: EX-10.14    Strategic Alliance Agreement                          69    264K 
17: EX-10.15    Registration Rights Agreement                         16     71K 
18: EX-10.16    Amendment to Shareholders' Agreement                   4     19K 
19: EX-10.17    Agreement - Donald H. Goldman                          9     46K 
 9: EX-10.2     Severance Agreement - Steven Fieldman                  9     46K 
10: EX-10.4     Employment Agreement - John Alderfer                  15     68K 
11: EX-10.5     Severance Agreement - Lance Fieldman                   9     47K 
12: EX-10.7     Amended Intellectual Property License                  8     31K 
13: EX-10.9     Sublease and Consent                                   9     46K 
20: EX-23.2     Consent of Kpmg Peat Marwick                           1      9K 
21: EX-23.3     Consent of Richard Eisner                              1      9K 
22: EX-23.5     Consent of John Pritzker                               1      9K 
23: EX-23.6     Consent of Adam Aron                                   1      9K 
24: EX-99.1     Letter of Transmittal                                 21     77K 

EX-5.1   —   Opinion of Irell & Manella, LLP

EX-5.1
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[Letterhead of Irell & Manella LLP]   

                                                                     Exhibit 5.1
                                                                     -----------

November 18, 1996 

Interactive Flight Technologies, Inc.                                           
4041 N. Central Avenue, Suite 2000                                              
Phoenix, Arizona  85012                                                         

Re:  Registration Statement on Form S-3                             
----------------------------------                        

Ladies and Gentlemen:                                                           

  We have examined the Amendment No. 2 to Registration Statement on Form
S-3, filed by you with the Securities Exchange Commission (the "Commission") on 
November 18, 1996, (the "Registration Statement"), in connection with the       
registration under the Securities Act of 1933, as amended, of the resale (in    
Offering #1 of the Registration Statement) of 294,250 of your redeemable Class B
Warrants (the "Warrants"), and the sale and issuance (in Offerings #1 and #2 of 
the Registration Statement) of 10,609,446 shares of your Class A Common Stock   
underlying all of the outstanding redeemable Class B Warrants (the "Shares"). As
your counsel in connection with this transaction, we have examined the          
proceedings proposed taken and proposed to be taken in connection with said sale
and issuance of the Warrants and the Shares and such other matters and documents
as we have deemed necessary or relevant as a basis for this opinion.            

     It is our opinion that, upon conclusion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the   
Shares, the Warrants are (and the Shares, when issued and sold in the manner    
described in the Registration Statement, will be) legally and validly issued,   
fully paid and non-assessable.                                                  

We consent to the use of this opinion as an exhibit to the Registration 
Statement, and further consent to the use of our name wherever appearing in the 
Registration Statement, including the proxy statement/prospectus constituting a 
part thereof, and any amendment thereto. This opinion is furnished to you in    
connection with the registration of the Shares, is solely for your benefit and  
may not be relied upon by, nor copies delivered to, any other person or entity  
without our prior written consent.                                              

               Very truly yours,

                 IRELL & MANELLA LLP

Dates Referenced Herein

This ‘S-3/A’ Filing		Date		Other Filings
Filed on:		11/18/96		None on these Dates
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