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Exhibit 5.1
[Letterhead of Dorsey & Whitney LLP]
Global MAINTECH Corporation
7578 Market Place Drive
Eden Prairie, MN 55344
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Global MAINTECH Corporation, a Minnesota
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") relating to the sale by the Company from time
to time of up to 1,200,000 shares of Common Stock, no par value per share, of
the Company (the "Shares"), upon the exercise of options (the "Options") under
the terms of the Global MAINTECH Corporation 1999 Stock Option Plan (the
"Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinions
set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares to be
issued by the Company upon exercise of the Options have been duly authorized
and, upon issuance, delivery and payment therefor in accordance with the terms
of the Plan, will be validly issued, fully paid and nonassessable.
Our opinion expressed above is limited to the Minnesota Business
Corporation Act.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: June 2, 2000.
Very truly yours,
/s/ Dorsey & Whitney LLP
KLC
