The Chrysler Building
405 Lexington Avenue, New York, NY 10174
(212) 704-6000 Fax (212) 704-6288
July 17, 2000
ObjectSoft Corporation
Continental Plaza III
433 Hackensack Avenue
Hackensack, NJ 07601
Dear Sir or Madam:
We have acted as counsel to ObjectSoft Corporation, a Delaware
corporation (the "Company"), in connection with its filing of a registration
statement on Form S-3 (the "Registration Statement") being filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to an offering of an aggregate of 1,137,518 shares of common stock, par
value $.0001 per share (the "Shares") of the Company.
In our capacity as counsel to the Company, we have examined originals
or copies, satisfactory to us, of the Company's (i) Certificate of
Incorporation, as amended, (ii) Amended and Restated By-laws and (iii)
resolutions of the Company's board of directors. We have also reviewed such
other matters of law and examined and relied upon all such corporate records,
agreements, certificates and other documents as we have deemed relevant and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies or facsimiles. As to any
facts material to such opinion, we have, to the extent that relevant facts were
not independently established by us, relied on certificates of public officials
and certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that:
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ObjectSoft Corporation
July 17, 2000
Page 2
(a) the Shares issued pursuant to the Common Stock Purchase
Agreement, dated as of June 7, 2000 among the Company and the investors referred
to therein have been validly authorized and issued, and are fully paid and
non-assessable; and
(b) the Shares issuable upon the exercise of the warrants (the
"Warrants") issued to the investors pursuant to the Warrant Certificate, dated
as of April 15, 2000 among the Company and the investor referred to therein (the
"Warrant Certificate"), upon issuance and payment in accordance with the terms
of the Warrant Certificate and the terms of the Warrants, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to us under the caption "Legal
Matters" in the prospectus constituting part of the Registration Statement.
Very truly yours,
/s/ PARKER CHAPIN LLP
PARKER CHAPIN LLP
