August 24, 2000
MindArrow Systems, Inc.
101 Enterprise, Suite 340
Aliso Viejo, California 92656
Re: Registration on Form S-8 of
MindArrow Systems, Inc. (the "Company")
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-8 to be filed with the Securities and Exchange
Commission in connection with the registration under the
Securities Act of 1933, as amended, of 3,000,000 shares of Common
Stock, par value $0.001 per share, of the Company (the "Common
Stock"), to be issued pursuant to the MindArrow Systems, Inc.
1999 Stock Option Plan (the "Plan"). We have examined the
proceedings heretofore taken and to be taken in connection with
the authorization of the Plan and the Common Stock to be issued
pursuant to and in accordance with the Plan.
Based upon such examination and upon such matters of fact
and law as we have deemed relevant, we are of the opinion that
the Common Stock has been duly authorized by all necessary
corporate action on the part of the Company and, when issued in
accordance with such authorization, the provisions of the Plan
and relevant agreements duly authorized by and in accordance with
the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ O'Melveny & Myers LLP
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