<PAGE> 1
EXHIBIT 5/EXHIBIT 23.1
Opinion of Thacher Proffitt & Wood, counsel for Registrant,
as to the legality of the securities being registered
Consent of Thacher Proffitt & Wood
October 13, 2000
ViewCast.Com, Inc.
2665 Villa Creek Drive
Suite 200
Dallas, TX 75234
Re: Registration Statement on Form S-8 for the
ViewCast.com, Inc. Employee Stock Purchase Plan
Dear Sirs:
We have acted as counsel for ViewCast.Com, Inc. a Delaware corporation
(the "Company"), in connection with the filing of Amendment No. 1 to the
registration statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 250,000 shares of its common stock,
par value $0.0001 per share (the "Shares"), which may be issued pursuant to the
ViewCast.com, Inc. Employee Stock Purchase Plan. In rendering the opinion set
forth below, we do not express any opinion concerning law other than the law of
the State of Delaware and the federal law of the United States.
We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Company or public officials. We have assumed the authenticity of all documents
submitted to us as originals, the genuineness of all signatures, the legal
capacity of natural persons and the conformity to the originals of all documents
submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares that are
being registered pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, such Shares will be validly issued, fully paid and non-assessable.
In rendering the opinion set forth above, we have not passed upon and
do not purport to pass upon the application of "doing business" or securities or
"blue-sky" laws of any jurisdiction (except federal securities laws).
<PAGE> 2
This opinion is given solely for the benefit of the Company and
purchasers of Shares under the Plan, and no other person or entity is entitled
to rely hereon without express written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our Firm's name therein.
Very truly yours,
THACHER PROFFITT & WOOD
by: /s/ V. Gerard Comizio
-------------------------------
V. Gerard Comizio
