EXHIBIT 5.1
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GAEBE & KEZIRIAN
ATTORNEYS AT LAW
128 DORRANCE STREET
PROVIDENCE, RHODE ISLAND 02903
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(401) 331-0800
DANA H. GAEBE FAX (401) 861-2260
WAYNE M. KEZIRIAN
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ALLISON ROCK September 6, 2000
Network Six, Inc.
475 Kilvert Street
Warwick, RI 02886
Re: Registration Statement on Form S-8 of Network Six, Inc.
dated September 6, 2000 (the "Registration Statement")
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Ladies and Gentlemen:
We have acted as special counsel for Network Six, Inc., a Rhode Island
corporation (the "Company"), in connection with the registration on Form S-8 of
the offer and sale of up to 292,570 shares (the "Shares") of the Company's
Common Stock, par value $.10 per share, issuable upon the exercise of certain
stock options or other awards (collectively, the "Options and Awards") that may
be issued pursuant to the Company's Non-Employee Director Stock Option Plan,
1993 Incentive Stock Option Plan, and Restricted Stock Plan (collectively, the
"Plans").
This opinion is delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction of
(i) the Registration Statement, as filed with the Securities and Exchange
Commission (the "Commission") under the Act; (ii) the Articles of Incorporation
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of the Company, as currently in effect; (iii) the By-Laws of the Company, as
currently in effect; and (iv) resolutions of the Board of Directors of the
Company relating to, among other things, the issuance of the Shares and the
filing of the Registration Statement. We have also examined such other documents
as we have deemed necessary or appropriate as a basis for the opinion set forth
below.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as certified or photostatic of all documents submitted to us as
certified or photostatic copies, and the authenticity of the originals of such
latter documents. We have also assumed that the Company's Board of Directors,
or a duly authorized committee thereof, will have approved the issuance of each
Option and Award prior to the issuance thereof. As to any facts material to
this opinion which we did not independently establish or verify, we have relied
upon oral or written statements and representations of officers and other
representatives of the Company and others.
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Network Six, Inc.
September 6, 2000 - Page 2
Based upon and subject to the foregoing, we are of the opinion that all
Shares issued pursuant to the Plans will be, upon payment of the specified
exercise price therefor (if applicable), legally issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement. In giving such consent, we do not concede
that we are experts within the meaning of the Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Act.
Very truly yours,
Gaebe & Kezirian
By: /s/ Dana H. Gaebe
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Dana H. Gaebe
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