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Exhibit 5.1
July 7, 2000
ProsoftTraining.com
3001 Bee Caves Rd., Suite 100
Austin, TX 78746
Re: Registration Statement on Form S-3
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Gentlemen:
We have acted as your legal counsel in the preparation of the Form S-3
Registration Statement ("Registration Statement") which has been filed with the
Securities and Exchange Commission in connection with the registration under
the Securities Act of 1933, as amended, of an aggregate of 3,599,983 shares
(the "Shares") of Common Stock, $.001 par value, of ProsoftTraining.com, a
Nevada corporation (the "Company"). This opinion is delivered as to the Shares,
of which 3,249,983 are currently issued and outstanding (the "Existing
Shares"), and 350,000 (the "Warrant Shares") are issuable upon exercise of
outstanding common stock purchase warrants (the "Warrants").
As such legal counsel, we have made such legal and factual inquiries as we
deemed necessary under the circumstances for the purposes of rendering this
opinion. In reliance thereon, we are of the opinion that:
1. The Existing Shares have been legally and validly issued and are fully
paid and nonassessable; and
2. The Warrant Shares, when issued pursuant to the terms of the Warrants,
shall be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
HEWITT & McGUIRE, LLP
