The Chrysler Building
PARKER CHAPIN LLP 405 Lexington Avenue, New York, NY 10174
(212) 704-6000 Fax (212) 704-6288
October 5, 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 1,000,000 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:
(a) the shares of Common Stock issued pursuant to the Common
Stock Purchase Agreement, dated as of August 24, 2000 between the Company and
LaJolla Cove Investors, Inc., have been validly authorized and issued, and are
fully paid and non-assessable;
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ObjectSoft Corporation
October 5, 2000
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(b) the shares of Common Stock issuable upon the exercise of
the warrants (the "Warrants") issued to Aspen International, Ltd. pursuant to a
promissory note (the "Note"), upon issuance and payment in accordance with the
terms of the Note and the terms of the Warrants, will be legally issued, fully
paid and non-assessable;
(c) the shares of Common Stock issuable upon the exercise of
the warrant (the "Consultant Warrant") issued to The Fulton Group pursuant to a
Consultant Agreement, dated as of September 28, 2000 (the "Agreement"), upon
issuance and payment in accordance with the terms of the Agreement and the terms
of the Consultant Warrant, will be legally issued, fully paid and
non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated thereunder or
Item 509 of Regulation S-B promulgated under the Act.
Very truly yours,
/s/PARKER CHAPIN LLP
PARKER CHAPIN LLP
