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EXHIBIT 5.1
PAUL, HASTINGS, JANOFSKY & WALKER LLP
399 Park Avenue
New York, New York 10022
June 8, 2000
FutureLink Corp.
6 Morgan, Suite 100
Irvine, California 92618
Re: FutureLink Corp.
Registration Statement on Form SB-2
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to
FutureLink Corp., a Delaware corporation ("the Company"), in connection with
the Company's registration statement on Form SB-2 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
registration by the Company of up to 6,900,000 shares of common stock, par value
$.0001 per share (the "Shares").
In connection with this opinion, we have examined copies or
originals of such documents, resolutions, certificates and instruments of the
Company as we have deemed necessary to form a basis for the opinion hereinafter
expressed. In addition, we have reviewed such other instruments and documents as
we have deemed necessary to form a basis for the opinion hereinafter expressed.
In our examination of the foregoing, we have assumed, without independent
investigation, (i) the genuineness of all signatures, and the authority of all
persons or entities signing all documents examined by us and (ii) the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all copies submitted to us as certified,
conformed or photostatic copies. With regard to certain factual matters, we have
relied, without independent investigation or verification, upon statements and
representations of representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion,
as of the date hereof, that the Shares, when issued and delivered in the manner
set forth in the Registration Statement, will be validly issued, fully paid and
nonassessable.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
