August 29, 2000
Board of Directors
AremisSoft Corporation
Goldsworth House
Denton Way
Woking, Surrey GU21 3LG
United Kingdom
Re: Common Stock of AremisSoft Corporation
Gentlemen:
We act as counsel to AremisSoft Corporation (the "Company"), a Delaware
corporation, in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 800,000 shares of the Company's
Common Stock all as further described in a registration statement on Form S-3
(File No. 333-31768) filed under the Securities Act (the "Registration
Statement").
For the purpose of rendering this opinion, we examined originals or
photostatic copies of such documents as we deemed to be relevant. In conducting
our examination, we assumed, without investigation, the genuineness of all
signatures, the correctness of all certificates, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies, and the accuracy and completeness
of all records made available to us by the Company. In addition, in rendering
this opinion, we assumed that the Shares will be offered in the manner and on
the terms identified or referred to in the prospectus and the supplements to the
prospectus, including all amendments thereto.
Our opinion is limited solely to matters set forth herein. Attorneys
practicing in this firm are admitted to practice in the State of California and
we express no opinion as to the laws of any other jurisdiction other than the
laws of the State of Delaware and the laws of the United States.
Based upon and subject to the foregoing, after giving due regard to such
issues of law as we deemed relevant, and assuming that (i) the Registration
Statement becomes and remains effective, and the prospectus and the supplements
to the prospectus, which is part thereof (the "Prospectus"), and the Prospectus
delivery procedures with respect thereto, fulfill all of the requirements of the
Securities Act, throughout all periods relevant to the opinion, and (ii) all
offers and sales of the Shares are made in compliance with the securities laws
of the states, having jurisdiction thereof, we are of the opinion that the
Shares will be legally issued, fully paid and nonassessable.
We hereby consent in writing to the use of our opinion as an exhibit to
the Registration Statement and any amendment thereto.
Very truly yours,
/s/ BARTEL ENG LINN & SCHRODER
