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EXHIBIT 5.1
OPINION OF
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
[SHEPPARD, MULLIN LETTERHEAD]
December 29, 2000
Vsource, Inc.
5740 Ralston Street, Suite 110
Ventura, California 93003
Re: Registration Statement on Form SB-2
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Ladies and Gentlemen:
We have examined the Registration Statement on Form SB-2 filed by Vsource,
Inc. (the "Company") with the Securities and Exchange Commission (the
"Commission") on December 29, 2000, as thereafter amended or supplemented
(the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of 3,006,543 shares of the
Company's Common Stock, subject to increase as described in the
Registration Statement (the "Shares"). The Shares are to be sold to the
public by certain security holders as described in the Registration
Statement. As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the transfer of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the transfer of
the Shares and upon completion of the proceedings being taken in order to
permit such transactions to be carried out in accordance with the
securities laws of the various states where required, the Shares, when
transferred in the manner described in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the
Company, will be legally issued, fully paid and non-assessable.
We consent to the use of this opnion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in
the said Registration Statement, including the prospectus constituting a
part thereof, and in any amendment or supplement thereto.
Very truly yours,
/s/ Sheppard, Mullin, Richter & Hampton LLP
SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
