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EXHIBIT 5.1
[Paul, Hastings, Janofsky & Walker LLP Letterhead]
September 27, 2000
FutureLink Corporation
2 South Pointe Drive
Lake Forest, CA 92630
Re: FutureLink 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") being filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act") on or about the date
hereof, with respect to the offering from time to time by certain shareholders
of the Company ("Selling Shareholders"), as detailed in the Registration
Statement, of 3,025,350 shares of the Company's common stock, par value $0.0001
per share ("Common Stock"), consisting of (i) 2,698,562 shares of common stock
currently issued and outstanding (the "Outstanding Shares") and (ii) 326,788
shares of common stock which are issuable upon exercise of certain warrants
(collectively the "Warrants" and each a "Warrant") which are currently issued to
various selling shareholders. (The "Warrant Shares").
In connection with this opinion, we have examined the Articles of
Incorporation of the Company, as amended, and on file with the Delaware
Secretary of State; the Bylaws of the Company; such records of corporate
proceedings of the Company as we deem appropriate for the purposes of this
opinion; the Warrants; and the Registration Statement and the exhibits thereto.
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
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September 27, 2000
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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 on and subject to the foregoing, as of the date hereof, we are of
the opinion that
(1) the Outstanding Shares are legally issued, fully paid and
nonassessable; and
(2) when issued as described in and in accordance with the terms of each
respective Warrant, and upon receipt by the Company of the
consideration provided for in each respective Warrant, the Warrant
Shares will be legally issued, fully paid and nonassessable.
We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinions expressed herein after the date hereof.
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
