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Exhibit 5.1
November 10, 2000
NetSol International, Inc.
24025 Park Sorrento, Suite 220
Calabasas, CA 91302
Ladies and Gentlemen:
I am the General Counsel of NetSol International, Inc., a Nevada
corporation (the "Company"). This opinion is submitted in connection with the
registration on a Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of up to $30,000,000 in the aggregate
amount of (i) shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), and (ii) warrants (the "Warrants") to purchase
Common Stock.
I have examined originals or copies, certified or otherwise,
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary for the purposes of rendering this opinion, including the Company's
Article of Incorporation, as amended, and Bylaws.
Based on the foregoing, I am of the opinion that:
(i) when (a) the Board of Directors of the Company (or a
duly authorized committee thereof) has taken all necessary corporate action
to approve the issuance and sale of any shares of Common Stock, and (b) such
shares have been issued and sold as contemplated in the Registration
Statement, the shares of Common Stock will be duly authorized, validly
issued, fully paid and nonassessable.
(ii) when (a) the terms of any Warrants and of their
issuance and sale have been duly established in conformity with the
applicable warrant agreement so as not to violate any applicable law or
result in a default under or breach of any agreement or instrument binding
upon the Company and so as to comply with any requirements or restrictions
imposed by any court or governmental body having jurisdiction over the
Company, and (b) such Warrants have been duly executed and authenticated in
accordance with the applicable warrant agreement and issued and sold as
contemplated in the Registration Statement, the Warrants will constitute
valid and legally binding obligations of the Company, subject to bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally and to general equitable principles,
and any shares of Common Stock issued upon exercise of any such Warrants in
accordance with the terms of the applicable Warrant Agreement will be duly
authorized, validly issued, fully paid and nonassessable.
The foregoing opinions are subject to, and qualified by, the
following additional conditions:
(a) with respect to the Common Stock, the due authorization for
issuance of such number of shares of Common stock that are offered and sold;
(b) with respect to the Warrants, the due authorization, execution
and delivery by the Company, and by each counterparty thereto, of each
applicable warrant agreement evidencing any of the Warrants and payment
therefore in accordance with the terms of such authorization; and
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(c) with respect to the Common Stock, such Common Stock has been paid
for in accordance with applicable resolutions of the Board of Directors and the
consideration is legal and sufficient under the General Corporation Law of the
State of Nevada.
I am a member of the Bar of the State of California, and I express
no opinion as to the laws of any jurisdiction other than the laws of the
State of California, the General Corporation Law of the State of Nevada and
the federal laws of the United States of America.
I hereby consent to the use of my name in the Registration Statement
and under the caption "Legal Matters" in the related Prospectus and consent
to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Malea Farsai
Malea Farsai,
General Counsel
