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EXHIBIT 5.1
June 22, 2000
ARI Network Services, Inc.
330 East Kilbourn Avenue
Milwaukee, Wisconsin 53202-3149
Ladies and Gentlemen:
We have acted as counsel to ARI Network Services, Inc., a Wisconsin
corporation (the "Company"), in connection with the preparation of an Amendment
No. 1 to Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission on or about June 23, 2000 (the "Registration Statement").
The Registration Statement relates to the sale by a selling shareholder of up to
3,262,500 shares of the Company's common stock, $0.001 par value (the "Shares").
In connection with this opinion we have examined: (a) the Registration
Statement, (b) copies of the Company's Amended and Restated Articles of
Incorporation and By-laws, (c) certain resolutions of the Company's Board of
Directors, (d) the subordinated debenture (the "Debenture"), investment options
(the "Investment Options") and warrants (the "Warrants") referred to in the
Registration Statement and (e) such other proceedings, documents and records as
we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Debenture, Investment Options or
Warrants, as the case may be, will be duly and validly authorized, fully paid
and nonassessable, except with respect to wage claims of employees of the
Company for services performed not to exceed six (6) months service in any one
case, as provided in Section 180.0622(2)(b) of the Wisconsin Statutes.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, however, we do not admit that we are
"experts" 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/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
