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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 400021
May 25, 2000
Silverline Technologies Limited
Unit 121, SDF IV, SEEPZ
Andheri (East)
Mumbai 400 096
India
Gentlemen,
Re: Silverline Technologies Limited Registration Statement on Form F-1
We have acted as your counsel in connection with the registration, offering and
sale under the Securities Act of 1933, as amended, of up to 11,960,000 equity
shares (including up to 1,560,000 equity shares that the underwriters have the
option to purchase to cover over-allotments, if any), par value Rs. 10 per share
(the "Shares") of Silverline Technologies Limited, a public company with limited
liability incorporated in the Republic of India (the "Company"). Each of the
Shares being so registered is represented by one-half of an American Depositary
Share. We have examined the registration statement on Form F-1 (the
"Registration Statement") filed by you with the United States Securities and
Exchange Commission on May 30, 2000 for the purpose of registering the Shares.
The Shares are to be sold to the underwriters for resale to the public in a form
evidenced by American Depositary Receipts, to be issued by the Depositary, all
as described and defined in the Registration Statement and pursuant to the
underwriting agreement filed as an exhibit thereto (the "Underwriting
Agreement").
As your counsel, we have examined the proceedings proposed to be undertaken in
connection with such an offering and sale of the Shares under Indian law.
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In our opinion, which is strictly limited to Indian law, the Shares to be sold
by the Company in the offering pursuant to the Underwriting Agreement have been
duly authorized and when issued in accordance with the Underwriting Agreement
and Indian law and delivered against payment shall be validly issued, fully paid
and non-assessable.
We hereby confirm to you that subject to the assumptions and limitations set
forth therein, the statements set forth under the section "Taxation--Indian
Taxation" in the prospectus included in the Registration Statement constitute
our opinion with respect to the Indian income tax consequences of the
acquisition, ownership and disposition of the Shares and the American Depositary
Shares representing such shares.
We consent to the reference to our firm under the sections "Taxation--Indian
Taxation" and "Enforcement of Civil Liabilities" in the prospectus included as a
part of the Registration Statement and to the use of this opinion as an exhibit
to the Registration Statement.
Sincerely yours,
/s/ Nishith Desai Associates
Nishith Desai Associates
