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[COOLEY GODWARD LLP LETTERHEAD]
December 5, 2000
eSoft, Inc.
295 Interlocken Boulevard
Suite 500
Broomfield, Colorado 80021
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by eSoft, Inc., a Delaware corporation (the "Company"), of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") covering the offering of
up to 1,244,592 shares of the Registrant's Common Stock, par value $.01 per
share, (the "Shares") pursuant to its 2000 Employee Stock Purchase Plan (the
"Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, and such other
documents, records, certificates, memoranda and other instruments as we deem
necessary as a basis for this opinion. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof, and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and the related Prospectus, will be validly issued, fully
paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ James C.T. Linfield
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James C.T. Linfield
