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EXHIBIT 5.1
[YIGAL ARNON & CO. LETTERHEAD]
JUNE 19, 2000
LanguageWare.net (Company) Ltd.
102 South Tejon, Suite 320
Colorado Springs, Colorado 80903
Dear Sir and Madam:
We refer to the Registration Statement on Form S-2 (the "Registration
Statement"), filed by LanguageWare.net (Company) Ltd. (the "Company") with the
Securities and Exchange Commission for the purpose of registering under the
United States Securities Act of 1933, as amended, 78,749,832 of the Company's
Ordinary Shares, nominal value NIS .01 (the "Shares").
As Israeli counsel to the Company, we have examined such corporate
records, documents, agreements and such matters of law as we have considered
necessary or appropriate for the purpose of rendering this opinion. Upon the
basis of such examination, we advise you that in our opinion, (a) the 71,305,388
Shares which are presently outstanding are duly authorized, legally issued,
fully paid and nonassessable; and (b) upon exercise of the warrants described in
such Registration Statement, and payment made as required by such warrants, the
Shares which will thereupon be issued will be duly authorized, legally issued,
fully paid and nonassessable.
We are members of the Israeli bar, and the opinion expressed herein is
limited to questions arising under the laws of the State of Israel. We disclaim
any opinion whatsoever with respect to matters governed by the laws of any other
jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the caption
"Legal Matters" in the Prospectus which forms a part of the Registration
Statement.
Very truly yours,
Yigal Arnon & Co.
