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EXHIBIT 5.01
[Macfarlanes Letterhead]
The Mercury Centre
Wycombe Lane
High Wycombe
Buckinghamshire HP10 OHH
Our Ref: ZH/561119
13 December 2000
Dear Sirs
INSIGNIA SOLUTIONS PLC, FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
1 This Opinion is given in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of an
additional 400,000 Ordinary Shares of 20p nominal value each (each a
"SHARE") in Insignia Solutions plc ("the Company"), which may be
issued pursuant to the Company's U.K. Employee Share Option Scheme
1996, as amended (the "1996 Scheme") and the 1995 Incentive Stock
Option Plan for U.S. Employees (the "1995 Plan") under the terms of a
form S-8 Registration Statement, a copy of which has been provided to
us ("the Registration Statement").
2 We have acted as English legal advisers to the Company in connection
with the foregoing. In so acting, we have examined such certificates
of the Company and directors and/or officers thereof and originals or
copies of all such corporate documents and records of the Company and
all such other documents as we have deemed relevant and necessary as a
basis for our Opinion hereinafter set forth. We have relied upon such
certificates of directors and/or officers of the Company and upon
statements and information furnished by directors and/or officers of
the Company with respect to the accuracy of material factual matters
contained therein. We have also assumed the genuineness of all
signatures thereon or on the originals of documents referred to
therein.
3 This Opinion is limited to English law as currently applied by the
English Courts and is given on the basis that it will be governed by
and be construed in accordance with current English law.
4 It is our opinion that the additional 400,000 Shares that may be
issued upon the exercise of:-
4.1 options granted or to be granted under the 1996 Scheme; and
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4.2 options granted or to be granted under the 1995 Plan
when issued in accordance with the terms of the applicable scheme or
plan and/or options duly granted thereunder and the Company's
Memorandum and Articles of Association, will be legally issued, fully
paid and non-assessable.
5 For the purpose of this Opinion we have assumed that the term
"non-assessable" in relation to the Shares means under English law
that holders of such Shares having fully paid up all amounts due on
such Shares as to the nominal amount and premium thereon, are under no
further personal liability to contribute to the assets or liabilities
of the Company in their capacities purely as holders of such Shares.
This Opinion is given to you solely for your benefit and for the purpose of the
Registration Statement. It is not to be transmitted to any other person nor is
to be relied upon by any other person or for any purpose or quoted or referred
to in any public document without our prior written consent except that we
consent to the use of this Opinion as an exhibit to the Registration Statement
and further consent to the references to us in the Registration Statement. In
giving this consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and
Regulations thereunder.
Yours faithfully
/s/ Macfarlanes
