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LAW OFFICES OF EARL MONSEY
July 20, 2000
MangoSoft, Inc.
1500 West Park Drive, Suite 190
Westborough, Massachusetts 01581
Re: MangoSoft, Inc.
Registration Statement on Form SB-2
We have acted as counsel to MangoSoft, Inc., a Nevada corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form SB-2 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement relates to the sale by certain
selling security holders of the Company of up to 25,217,524 shares of the
Company's common stock (the "Shares") and 204,009 shares of Common Stock
issuable upon the exercise of outstanding warrants. This opinion is being
furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation
S-B.
We have reviewed the Company's charter documents, the corporate proceedings
taken by the Company in connection with the issuance of the Shares and the
financial statements to be appended to the MangoSoft, Inc. prospectus, dated
July 20, 2000. Based on such review, we are of the opinion that the Shares have
been duly authorized, and if, as and when sold in accordance with the
Registration Statement and the related prospectus (as amended and supplemented
through the date of sale) will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act, the rules and regulations of the Securities and Exchange
Commission promulgated thereunder, or Item 509 of Regulation S-B. This opinion
letter is rendered as of the date first written above and 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. Our opinion is expressly limited to the matters
set forth above and Nevada Law, and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the Shares or any
matters relating to federal or state securities laws.
Very truly yours,
/s/ EARL MONSEY
