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EXHIBIT 5.1
FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
ALAMO PLAZA
1401 SEVENTEENTH STREET - 11TH FLOOR
DENVER, COLORADO 80202
TELEPHONE (303) 295-3360
FACSIMILE (303) 295-1563 WITH OFFICES IN
[email protected] LOS ANGELES, CALIFORNIA
July 19, 2000
U.S. Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington D.C. 20549
Re: Forlink Software Corporation, Inc.
OPINION OF COUNSEL NO. 00-201.1
Form S-8 Registration Statement for the "Forlink Software
Corporation, Inc. Stock Plan"
Ladies and Gentlemen:
OPINION OF COUNSEL
We have acted as counsel to Forlink Software Corporation, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") covering registration under
the Securities Act of 1933, as amended, of 1,600,000 shares of the Company's
common stock, $.001 par value per share (the "Shares"), pursuant to the employee
benefit plan of the Company entitled the "Forlink Software Corporation, Inc.
Stock Plan" dated June 1, 2000, (the "Plan"). As such, we have examined the
Registration Statement, the Plan, the Company's Articles of Incorporation and
Bylaws, as amended, and minutes of meetings of its Board of Directors.
Based upon the foregoing, subject to the limitation set forth in the
Company's Articles of Incorporation with respect to the maximum number of shares
of common stock that the Company is authorized to issue, and assuming that the
Shares will be issued as set forth in the Plan and Registration Statement, at a
time when effective, and that the Company will fully comply with all applicable
securities laws involved under the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated pursuant to said Acts, and in those states or foreign jurisdictions
in which the Shares may be sold, we are of the opinion that, upon proper and
legal issuance of the Shares and receipt of the consideration to be paid for the
Shares, the Shares will be validly issued, fully paid and nonassessable shares
of common stock of the Company. This opinion does not cover any matters related
to any re-offer or re-sale of the Shares by any Plan participants, once properly
and legally issued pursuant to the Plan as described in the Registration
Statement.
This opinion is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our prior written consent. This
opinion is based on our knowledge of the law and facts as of the
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FUTRO & TRAUERNICHT LLC
Attorneys and Counselors at Law
U.S. Securities and Exchange Commission
OPINION OF COUNSEL NO. 00-201.1
July 19, 2000
Page 2
date hereof. This opinion does not address or relate to any specific state
securities laws. We assume no duty to communicate with the Company in respect to
any matter which comes to our attention hereafter.
CONSENT
We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm in any prospectus which is
incorporated by reference into and made a part of the Registration Statement.
/s/ Futro & Trauernicht LLC
FUTRO & TRAUERNICHT LLC
