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EXHIBIT 5.1
October 26, 2000
The Board of Directors
DelSoft Consulting, Inc.
106 Bombay Lane
Roswell, Georgia 30076
Gentlemen:
You have requested our opinion with respect to the public offering for
resale by certain shareholders of DelSoft Consulting, Inc., a Georgia
corporation (the "Company"), pursuant to a Registration Statement (the
"Registration Statement") on Form S-3, under the Securities Act of 1933, as
amended (the "Act"), of up to 7,420,634 common shares, no par value (the
"Shares").
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such documents and corporate and public records as we
deem necessary as a basis for the opinion hereinafter expressed. With respect
to such examination, we have assumed the genuineness of all signatures
appearing on all documents presented to us as originals, and the conformity to
the originals of all documents presented to us as conformed or reproduced
copies. Where factual matters relevant to such opinion were not independently
established, we have relied upon certificates of appropriate state and local
officials, and upon certificates of executive officers and responsible
employees and agents of the Company.
Based upon the foregoing, it is our opinion that the Shares being
offered in the above-captioned offering, when sold and issued in accordance
with the terms of such offering, will be validly issued, fully paid and
non-assessable.
Please be advised that we consent to the use of our name under "Legal
Matters" in your Registration Statement on Form S-3 and Prospectus filed with
the Securities and Exchange Commission.
By giving this consent, we do not concede that we come within the
categories of persons whose consent is required under the Act or the General
Rules and Regulations promulgated thereunder.
Very truly yours,
Bondy & Schloss LLP
