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Exhibit 5.1
WORSHAM FORSYTHE WOOLDRIDGE LLP
Attorneys and Counselors at Law
1601 Bryan Street, 30th Floor
Dallas, Texas 75201
__________
Telephone (214) 979-3000
Fax (214) 880-0011
August 4, 2000
NetSolve, Incorporated
12331 Riata Trace Parkway
Austin, Texas 78727
Ladies and Gentlemen:
In connection with the Registration Statement on Form S-8 to be filed by
NetSolve, Incorporated ("Company") on or about the date hereof with the
Securities and Exchange Commission ("Commission") under the Securities Act of
1933, as amended, for the registration of 3,000,000 shares of common stock, $.01
par value per share ("Stock"), to be offered from time to time under the
Company's Long-Term Incentive Compensation Plan, as amended ("Plan"), we are of
the opinion that:
1. The Company is a corporation validly organized and existing under the
laws of the State of Delaware.
2. All requisite action on the part of the Company's Board of Directors
with respect to the issuance and delivery of Stock to be issued directly
by the Company will have been taken when such Stock shall have been
issued and delivered as contemplated in the Plan.
3. Any Stock to be issued directly by the Company will be validly issued,
fully paid and non-assessable when such Stock shall have been issued and
delivered as contemplated in the Plan.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the aforementioned Registration Statement.
Very truly yours,
Worsham Forsythe Wooldridge LLP
By: /s/ L. Scott Austin
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A Partner
