Board of Directors
AremisSoft Corporation
Sentry Office Plaza
216 Haddon Avenue, Suite 607
Westmont, New Jersey 08108
Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by AremisSoft Corporation, a Delaware corporation
(the "Company") of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission covering the offering of
up to an aggregate of 440,000 shares of the Company's Common Stock (the
"Shares") that may be issued upon the exercise of stock options pursuant to the
Company's form of Emerging Markets Nonqualified Stock Option Agreement with
certain employees.
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.
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 which is part
thereof (the "Prospectus"), and the Prospectus delivery procedures with respect
thereto, fulfill all of the requirements of the Securities and Exchange Act of
1933, as amended, throughout all periods relevant to the opinion, and (ii) all
offers and sales of the Shares have been and will be made in compliance with the
securities laws of the states, having jurisdiction thereof, we are of the
opinion that the Shares to be issued upon the exercise of stock options for
adequate consideration will be, validly 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 & SCHRODER
