OPINION OF SCHNADER HARRISON SEGAL & LEWIS, LLP
August 11, 2000
Global Technologies, Ltd.
The Belgravia
1811 Chestnut Street, Suite 120
Philadelphia, PA 19103
Re: Global Technologies, Ltd.
Registration Statement on Form S-3, as Amended (No. 333-41096)
Ladies and Gentlemen:
We have acted as counsel to Global Technologies, Ltd., a Delaware
corporation (the "Company"), in connection with the registration for resale of
462,166 shares of the Company's Class A Common Stock, par value $.01 per share
(the "Shares"), as described in the Company's referenced Registration Statement
on Form S-3, as amended (the "Registration Statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"). The Registration Statement relates to the offering of 125,000 Shares to
be issued upon the conversion, payment and/or redemption of the secured
convertible notes (the "Notes") referred to in the Registration Statement,
125,000 Shares to be issued upon the exercise of certain warrants (the
"Redemption Warrants") issued in connection with a partial redemption of the
Notes referred to in the Registration Statement, 20,000 Shares to be issued upon
the exercise of certain other warrants (together with the Redemption Warrants,
the "Warrants") of the Company referred to in the Registration Statement, and
192,166 Shares (the "Settlement Shares") issued to certain selling shareholders
in connection with a settlement of claims against the Company (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, certain records of the Company's corporate
proceedings as reflected in its minute books, and such other documents and
corporate records relating to the Company and the issuance and sale of the
Shares, the Notes, the Warrants and the Settlement Shares as we deemed
appropriate for purposes of rendering this opinion. In our examination, we have
assumed the genuineness of documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies
thereof.
Based upon the foregoing, it is our opinion that: (1) the Settlement Shares
are validly issued, fully paid and non-assessable; and (2) the remaining Shares,
when issued and paid for upon the due conversion, payment and/or redemption of
the Notes or due exercise of the Warrants in accordance with the terms of the
Notes or Warrants, as the case may be, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus, which is part of the Registration Statement.
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Global Technologies, Ltd.
Page 2
August 10, 2000
In giving such consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act and the rules
and regulations promulgated thereunder.
The opinion expressed herein is solely for your benefit, may be relied upon
only by you and is rendered as of the date first written above. We disclaim any
obligation to advise you of facts, circumstances, events or developments which
hereafter may be brought to our attention and which may alter, affect or modify
the opinion expressed herein. This opinion is expressly limited to the matters
set forth above and we render no opinion, whether by implication or otherwise,
as to any other matters relating to the Company or the Shares.
Very truly yours,
SCHNADER HARRISON SEGAL & LEWIS, LLP
