SCHNADER HARRISON SEGAL & LEWIS LLP
1600 MARKET STREET
SUITE 3600
PHILADELPHIA, PA 19103-7286
October 11, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: GLOBAL TECHNOLOGIES, LTD. REGISTRATION STATEMENT ON FORM S-3
Dear Sir/Madam:
As counsel to Global Technologies, Ltd., a Delaware corporation (the
"Company"), we are familiar with the corporate proceedings relating to the
proposed registration on Form S-3 (the "Registration Statement"), which was
filed with the Securities and Exchange Commission on or about October 11, 2000,
of 541,314 shares of the Company's Class A Common Stock, par value $.01 per
share (the "Shares"), which includes, without limitation, 437,500 Shares to be
issued upon the conversion, payment and/or redemption of a secured convertible
note (the "Note") referred to in the Registration Statement, and 103,618 Shares
which were issued to certain selling stockholders in connection with certain
agreements with the Company referred to in the Registration Statement (all as
more fully set forth in the Registration Statement).
We have examined the Company's Certificate of Incorporation, as
amended, the Company's Bylaws, as amended, and related consents of and minutes
of action taken by the Board of Directors of the Company, and such other
documents and corporate records relating to the Company and the issuance and
sale of the Shares and the Note as we deemed appropriate for purposes of
rendering this opinion.
Based upon the foregoing, it is our opinion that the Shares, when
issued and paid for upon the due conversion, payment and/or redemption of the
Note will be validly issued, fully paid and non-assessable and that the Shares
issued in connection with the redemption of the secured convertible note and
certain agreements with the Company are validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 of the
Registration Statement.
Very truly yours,
/s/ SCHNADER HARRISON SEGAL & LEWIS LLP
