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EXHIBIT 5.1
[LETTERHEAD OF MINDARROW]
December 27, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: MINDARROW SYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
As corporate counsel to MindArrow Systems, Inc., a Delaware corporation (the
"Company"), I am rendering this opinion in connection with a proposed sale of
those certain shares of the Company's common stock, par value $0.001 per share
(the "Shares"), as set forth in the Registration Statement on Form S-1 to which
this opinion is being filed as Exhibit 5.1 (the "Registration Statement"). I
have examined all instruments, documents, and records which I deemed relevant
and necessary for the basis of my opinion hereinafter expressed. In such
examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies.
Based on such examination, and expressly subject to the assumptions and
limitations set forth above, I am of the opinion that the Shares will be, upon
effectiveness of the Registration Statement and receipt by the Company of full
payment therefor, validly issued, fully paid, and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name wherever it appears in said Registration
Statement, including the prospectus constituting a part thereof, as originally
filed or as subsequently amended.
Respectfully submitted,
/s/ Quynh N. Trinh
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Quynh N. Trinh, Esq., Corporate Counsel
MindArrow Systems, Inc.
