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EXHIBIT 5
December 18, 2000
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
I am the Corporate Attorney of ARI Network Services, Inc. (the "Company") and,
in that connection, assisted with the preparation of a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission on or about
December 19, 2000 (the "Registration Statement") relating to the sale by the
Company of 525,000 shares of common stock, $.001 par value (the "Shares"), in
the manner set forth in the Company's 2000 Stock Option Plan and the 2000
Employee Stock Purchase Plan (the "Plans").
I have examined: (a) each of the Plans, (b) the Company's Restated Articles of
Incorporation and By-Laws, as amended, (c) certain resolutions of the Company's
Board of Directors, and (d) such other proceedings, documents and records as I
have deemed necessary to enable me to render this opinion.
Based upon the foregoing, I am of the opinion that the Shares, when sold as
contemplated by the respective Plans, will be duly authorized and validly
issued, fully paid and nonassessable, except as provided in Section
180.0622(2)(b) of the Wisconsin Statutes, which provides that shareholders of a
corporation may be assessed up to the par value of their shares to satisfy the
obligations of such corporation to its employees for services rendered, but not
exceeding six months service in the case of any individual employee. Certain
Wisconsin courts have interpreted "par value" to mean the full amount paid by
the purchaser of shares upon issuance thereof.
This opinion is limited to the laws of the State of Wisconsin.
I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, however, I do not admit that I am an "expert"
within the meaning of Section 11 of the Securities Act of 1933, as amended, or
within the category of persons whose consent is required by Section 7 of said
Act.
Very truly yours,
/s/ Jason David Bartel
Jason David Bartel
