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Exhibit 5.1
September 26, 2000
The Directors
SmartForce Public Limited Company
Belfied Office Park
Clonskeagh
Dublin 4
Re: Registration Statement on Form S-8
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Dear Sirs,
We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about September 26, 2000 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 2,500,000 additional ordinary shares
(which will be represented by 2,500,000 American Depositary Shares of the
Company) in the capital of the Company reserved for issuance under the 1994
Share Option Plan (the "1994 Plan"), and 2,500,000 additional ordinary shares
(which will be represented by 2,500,000 American Depositary Shares of the
Company) in the capital of the Company reserved for issuance under the 1996
Supplemental Stock Plan (the "1996 Plan") (together the "Shares").
As your legal counsel, we have examined the 1994 Plan and the 1996 Plan and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance of the Shares under the 1994 Plan and the 1996 Plan respectively.
It is our opinion that the Shares will be, if issued in the manner referred to
in the 1994 Plan and the 1996 Plan, as the case may be, on application by the
Optionees under the said Plans for the Shares pursuant to such Plans and
pursuant to the respective agreements that accompany those Plans, legally and
validly issued and fully paid.
We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 and further consent to the use of our name, wherever
appearing in the said Registration Statement, including any Prospectus
constituting a part thereof and any amendments thereto.
Yours faithfully,
/s/ BINCHYS
