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EXHIBIT 5
OPINION AND CONSENT OF JEFFREY G. KORN
January 9, 2001
Prosofttraining.com
3001 Bee Caves Road, Suite 300
Austin, Texas 78746
Re: Prosofttraining.com -- Registration Statement for
Offering of an Aggregate of 114,005 Shares of Common
Stock
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Ladies and Gentlemen:
I have acted as counsel to Prosofttraining.com, a Nevada
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
114,005 shares of the Company's common stock (the "Shares") authorized for
issuance under the Company's 2000 Employee Stock Purchase Plan (the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
I have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the establishment of the
Plan. Based on such review, I am of the opinion that, if, as and when the Shares
have been issued and sold (and the consideration therefor received) pursuant to
the provisions of stock purchase rights duly authorized under the Plan and in
accordance with the Registration Statement, such Shares will be duly authorized,
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion letter as Exhibit 5 to
the Registration Statement.
This opinion letter is rendered as of the date first written
above and I disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to my attention and which
may alter, affect or modify the opinion expressed herein. My opinion is
expressly limited to the matters set forth above and I render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company and the Shares.
Very truly yours,
/s/ Jeffrey G. Korn
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Jeffrey G. Korn
