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EXHIBIT 5.1
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LETTERHEAD OF BINCHYS SOLICITORS
May 26, 2000
The Directors of SmartForce Public Limited Company
Belfield Office Park
Clonskeagh
Dublin 4
Ireland.
Gentlemen:
Re: SmartForce Public Limited Company
This letter is written in connection with the registration (the "Registration")
of 328,044 American Depositary Shares representing 328,044 Ordinary Shares of
SmartForce Public Limited Company (the "Company") for which we have acted as
Irish solicitors.
This opinion is limited to Irish law as applied by the Irish courts and is given
on the basis that it will be governed by and construed in accordance with Irish
law. We have made no investigation of the laws of any jurisdiction other than
Ireland and neither express nor imply any opinion as to any other laws and in
particular the laws of the United States of America or any individual state
thereof.
For the purposes of this opinion we have examined the following documents:
1. A copy of the Articles of Association of the Company adopted on March
31,1995 as amended by Special Resolutions passed on July 6, 1995 and April 28,
1998 (the "Articles");
2. The Form S-3 Registration Statement (the "Registration Statement") in
respect of the Registration proposed to be filed on 26th May, 2000 with the U.S.
Securities and Exchange Commission;
3. The Share Register of the Company, its minute books and the records of the
Company as maintained at the Companies Registration Office in Dublin.
We have assumed that all of the documents examined are accurate records of the
matters to which they refer and have been executed by the people who appear to
have signed them and that all copy documents are authentic copies of the
original documents.
On the basis of the foregoing, we are of the opinion that under the Articles the
authorized share capital of the Company is, and will, upon completion of the
Registration, be IR(Pounds)(Irish Pounds) 11,250,000 divided into 120,000,000
Ordinary Shares, par value IR9.375p per share.
The adoption of the Articles and the creation of the Ordinary Shares have been
carried out in accordance with Irish law, so that the Ordinary Shares
represented by the American Depositary Shares to be registered pursuant to the
Registration have been legally and validly issued and are fully paid and no
further contributions in respect thereof are required to be made to the Company
by the holders of such Ordinary Shares by reason of their being such holders.
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This opinion is addressed to you on the understanding that it may not be
transmitted to any person for any purpose, or quoted or referred to in any
public document or filed with any government agency or other person without our
prior written consent. We hereby give such consent in relation to the filing of
this letter as an exhibit to the Registration Statement and to the references
made to our firm in the Registration Statement and incorporated by reference
into any Registration Statement on Form S-3 filed with the Securities and
Exchange Commission pursuant to Rule 462 of the Securities Act of 1933, as
amended, under the heading "Legal Matters."
Yours faithfully,
/s/ BINCHYS
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BINCHYS
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