PIPER MARBURY RUDNICK & WOLFE LLP
1251 Avenue of the Americas
New York, New York 10020-1104
www.piperrudnick.com
PHONE (212) 835-6000
FAX (212) 835-6001
September 28, 2000
Forecross Corporation
90 Montgomery Street
San Francisco, California 94105
Re: Forecross Corporation Registration Statement on Form S-1
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Ladies and Gentlemen:
On the date hereof, Forecross Corporation, a California corporation (the
"Company"), intends to transmit to the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (the "Registration
Statement"), relating to 4,226,370 shares of the Company's common stock, no par
value per share (the "Common Stock"), consisting of 3,153,102 shares of Common
Stock outstanding (the "Outstanding Shares") and 1,073,268 shares of Common
Stock issuable upon exercise of certain warrants (the "Warrant Shares," and
together with the Outstanding Shares, the "Shares"). This opinion is an exhibit
to the Registration Statement.
We have at times acted as special counsel to the Company with respect to
certain corporate and securities matters, and in such capacity we are familiar
with the various corporate and other proceedings taken by or on behalf of the
Company in connection with the proposed offer and sale of the Shares as
contemplated by the Registration Statement. However, we are not general counsel
to the Company and would not ordinarily be familiar with or aware of matters
relating to the Company unless they are brought to our attention by
representatives of the Company.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified, or otherwise identified to our satisfaction, of
the Registration Statement, the Articles of Incorporation and Bylaws of the
Company, the records of corporate proceedings of the Company and such other
statutes, certificates, instruments and such other documents relating to the
Company and matters of law as we have deemed necessary to the issuance of this
opinion. In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the authenticity
of all documents submitted to us as originals, the conformity with originals of
all documents submitted to us as copies (and the authenticity of the originals
of such copies), and all public records reviewed are accurate and complete. As
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Forecross Corporation
September 28, 2000
Page 2
to factual matters, we have relied upon statements or representations of
officers and other representatives of the Company, public officials or others
and have not independently verified the matters stated therein. Insofar as this
opinion relates to securities to be issued in the future, we have assumed that
all applicable laws, rules and regulations in effect at the time of such
issuance are the same as such laws, rules and regulations in effect as of the
date hereof.
Based upon the foregoing, and subject to and in reliance on the accuracy
and completeness of the information relevant thereto provided to us, we are of
the opinion that (a) the Outstanding Shares have been duly authorized and,
subject to the effectiveness of the Registration Statement and compliance with
applicable state securities laws, are legally and validly issued, fully paid and
non-assessable shares of Common Stock, and (b) the Warrant Shares have been duly
authorized and, subject to the effectiveness of the Registration Statement and
compliance with applicable state securities laws, when issued and paid for in
accordance with the terms set forth in the respective warrant agreements
relating to the Warrant Shares, will be legally and validly issued, fully paid
and non-assessable.
We call your attention to the fact that the members of this Firm who worked
on the transactions contemplated herein are not licensed to practice law in any
jurisdiction other than the State of New York. To the extent the laws of
California are or may be applicable in rendering the foregoing opinion, our
opinion is based solely upon our assumption that the laws of the State of New
York are the same as those of California. Accordingly, except as provided in
the preceding sentence, we express no opinion with respect to the laws of any
jurisdiction other than the State of New York and the federal laws of the United
States typically applicable to transactions of the type contemplated by the
Registration Statement. Without limiting the generality of the foregoing, we
also express no opinion concerning compliance with the laws or regulations of
any other jurisdiction or jurisdictions. We assume no obligation to supplement
this opinion if any applicable laws change after the date hereof or if we become
aware of any facts that might change the opinions expressed herein after the
date hereof. We express no opinion as to the application of securities or "Blue
Sky" laws of any state, including the State of California and the State of New
York, to the offer and/or sale of the Shares.
The opinion expressed in this letter is solely for the use of the Company
in connection with the Registration Statement. This opinion may not be relied
on by any other person or in any other connection without our prior written
approval. The opinion expressed in this letter is limited to the matters set
forth herein, and no other opinion should be inferred beyond the matters
expressly stated.
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Forecross Corporation
September 28, 2000
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Registration Statement. In giving the foregoing consent, we do
not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ PIPER MARBURY RUDNICK & WOLFE LLP
PIPER MARBURY RUDNICK & WOLFE LLP
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