INTELLON CORP S-1/A

AMENDMENT #2 TO S-1: INTELLON CORPORATION

SMITH,MACKINNON,BOWDOIN,EDWARDS,GREELEY OPINION

STOCK PURCHASE AGREEMENT

SERIES C PREFERRED STOCK WARRANT

SERIES C PREFERRED STOCK WARRANT

COMMON STOCK WARRANT

INTELLON STOCK PURCHASE PLAN

INTELLON DIRECTOR'S STOCK INCENTIVE PLAN

INTELLON EMPLOYEE INCENTIVE PLAN

CONSENT OF ERNST & YOUNG LLP