<PAGE> 1
Exhibit No. 5
[GOLDSTEIN & DIGIOIA, LLP LETTERHEAD]
December 29, 2000
Bitwise Designs, Inc.
2165 Technology Drive
Schenectady, New York 12308
Re: Bitwise Designs, Inc.
Registration Statement on Form SB-2
To Update and Covert to Form S-3
SEC File No. 333-49160
Ladies/Gentlemen:
We have reviewed the pre-effective Amendment No. 1 to the Registration
Statement on Form S-3/A filed on January 2, 2001 (File No. 333-49160) (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Act"), by Bitwise Designs, Inc., a Delaware corporation (the "Company"). The
Registration Statement has been filed for the purpose of registering the
securities described therein for offer and sale under the Act. All capitalized
terms not defined herein have the meanings ascribed to them in the Registration
Statement.
This opinion has been rendered with respect to 2,078,081 outstanding
shares (the "Shares") of Common Stock; 3,198,500 Shares issuable upon exercise
of outstanding common stock purchase warrants (the "Warrants"); and 666,667
Shares issuable upon the conversion of outstanding shares of our Series B
Preferred Stock.
In connection with the opinions rendered herein, we have examined the
Certificate of Incorporation of the Company, its By-Laws, the Warrants and such
other documents, corporate records and questions of law as we have deemed
necessary solely for the purpose of enabling us to render this opinion. On the
basis of such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing and
in good standing under the laws of Delaware, with corporate power to conduct
the business which it conducts as described in the Registration Statement.
<PAGE> 2
GOLDSTEIN & DIGIOIA, LLP
Bitwise Designs, Inc.
Page Two
December 29, 2000
2. The Company has an authorized capitalization of 20,000,000
shares of Common Stock, par value $.001 per share and 5,000,000 shares of
Preferred Stock, par value $.01 per share.
3. The outstanding Shares have been duly authorized, sold and
paid for as described in the Registration Statement, and are validly
issued, fully paid and non-assessable.
4. The Shares issuable upon exercise of the Warrants have been
duly authorized and when issued, sold and paid for, as described in the
Registration Statement, will be validly issued, fully paid and
non-assessable.
5. The Shares issuable upon conversion of the Series B Preferred
Stock have been duly authorized and when issued, sold and paid for, as
described in the Registration Statement, will be validly issued, fully
paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement and to the reference to our firm under the
caption, "Legal Opinions" in the Prospectus forming a part of the
Registration Statement. As set forth in the Registration Statement,
certain members of our firm own securities of Bitwise Designs, Inc.
Very truly yours,
/s/ Goldstein & DiGioia, LLP
GOLDSTEIN & DIGIOIA, LLP
