EXHIBIT 5.1
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RICHARD I. ANSLOW & ASSOCIATES
4400 ROUTE 9 SOUTH, 2ND FLOOR
FREEHOLD, NEW JERSEY 07728
Telephone (732) 409-1212
Facsimile (732) 577-1188
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June 16, 2000
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Combined Opinion and Consent
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EuroSoft Corporation
703 Lucerne Avenue, Suite #201
Lake Worth, Florida 33460
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Re: EuroSoft Corporation
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Gentlemen:
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We have acted as counsel to EuroSoft Corporation, a Florida
corporation (the "Company"), in connection with the
preparation and filing with the Securities and Exchange
Commission (the "Commission") under the Securities Act of
1933 as amended (the "Act") of the Company's Registration
Statement on Form S-8, filed contemporaneously with the
Commission relating to the registration under the Act of
2,500,000 shares (the "Shares") of the Company's Common
Stock, $0.0001 par value (the "Common Stock").
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In rendering this opinion, we have reviewed the Registration
Statement on Form S-8, as well as a copy of the Certificate
of Incorporation of the Company, as amended, and the By-Laws
of the Company. We have also reviewed such statutes and
judicial precedents as we have deemed relevant and necessary
as a basis for the opinion hereinafter expressed. In our
examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals,
the conformity with, the original documents of all documents
submitted to us as certified or photostatic copies, and the
authenticity of the originals of such copies.
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Based on the foregoing and in reliance thereon, and subject
to the qualifications and limitations set forth herein, we
are of the opinion that:
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(1) The Company has been duly incorporated and is a
validly existing corporation under the laws of the State of
Florida;
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(2) The Shares, when issued in connection with the
agreements (copies annexed to the Registration Statement),
will be legally issued, fully paid and non-assessable.
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This opinion is limited to the General Corporation Law and
the Constitution of the State of Florida and we express no
opinion with respect to the laws of any other jurisdiction.
We consent to your filing this opinion with the Securities
and Exchange Commission as an exhibit to the Registration
Statement on Form S-8. This opinion is not to be used,
circulated, quoted or otherwise referred to for any other
purpose without our prior written consent.
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Very truly yours,
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RICHARD I. ANSLOW & ASSOCIATES
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By: /s/ Richard I. Anslow
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Richard I. Anslow
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RIA/tp
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