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Exhibit 5.1
December 29, 2000
ProsoftTraining.com
3001 Bee Caves Rd., Suite 300
Austin, TX 78746
Re: Registration Statement on Form S-3
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Gentlemen:
I have acted as 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 753,561 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 629,811 are currently issued and outstanding (the "Existing Shares"), and
123,750 (the "Warrant Shares") are issuable upon exercise of outstanding common
stock purchase warrants (the "Warrants").
As such legal counsel, I have made such legal and factual inquiries,
as I deemed necessary under the circumstances for the purposes of rendering this
opinion. In reliance thereon, I am 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.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
Jeffrey Korn
General Counsel
ProsoftTraining.com
