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EXHIBIT 5.1
Nishith Desai Associates
Legal & Tax Counselling Worldwide
Tel. # : 91 + 22 + 282 0609 93-B, Mittal Court
Tel. # : 91 + 22 + 204 0068 Nariman Point
Fax # : 91 + 22 + 287 5792 Mumbai 400 021
OPINION
Ref: SIL-10\Form S8 Opinion
July 27, 2000
Silverline Technologies Limited
Unit 121, SDF IV, SEEPZ
Andheri (East)
Mumbai 400 096
India
Ladies and Gentlemen:
RE: SILVERLINE TECHNOLOGIES LIMITED - OPINION ON FORM S8
We have served as the Indian legal counsel to Silverline Technologies Limited
(hereinafter referred to as the "COMPANY"), a public limited company
incorporated in India under the provisions of the Companies Act, 1956 (1 of
1956), of India, for the American Depositary Receipt (hereinafter referred to as
"ADR") issue.
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about July 31, 2000 (the
"REGISTRATION STATEMENT"), in connection with the registration under the
Securities Act, 1933, as amended, of up to 2,000,000 Equity Shares, par value
Rs. 10 per share, each represented by one-half of an American Depositary Share
(" ADS") of the Company (the "SHARES"), reserved for issuance pursuant to the
Silverline Technologies Inc., Stock Option Plan (the "PLAN").
As your Indian legal counsel, we have examined strictly under Indian law, the
proceedings taken and proposed to be taken by you in connection with the sale
and issuance of such Shares under the Plan. Strictly limited to Indian law and
assuming that all Shares are sold in the manner referred to in the Plan and
pursuant to the agreements which accompany the Plan, it is our opinion that the
Shares to be
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NISHITH DESAI ASSOCIATES 2
July 27, 2000
issued and sold by your Company which have been duly authorized and validly
issued and are fully paid and non-assessable. We consent to the use of this
opinion as an exhibit to the Registration Statement and further consent to the
use of our name wherever appearing in the Registration Statement, including any
Prospectus constituting a part thereof, and any amendments thereto. This opinion
may be incorporated by reference in any abbreviated registration statement filed
pursuant to Item E under the general instructions to Form S-8 under the
Securities Act of 1933 with respect to the Registration Statement.
Yours truly,
/s/ Nishith Desai Associates
For Nishith Desai Associates
