Exhibit 5.1
June 9, 2000
SoftNet Systems, Inc.
650 Townsend Street, Suite 225
San Francisco, CA 94103
Re: SoftNet Systems, Inc.
2,224,448 shares of Common Stock, par value $0.01 per share
Ladies and Gentlemen:
This opinion is furnished in connection with the registration of
2,224,448 shares of common stock, par value $0.01 per share, (the "Shares") of
SoftNet Systems, Inc. (the "Company") issued to certain stockholders of the
Company, under the Securities Act of 1933, as amended, on Form S-3 filed with
the Securities and Exchange Commission on the date hereof (the "Registration
Statement").
In my capacity as Assistant General Counsel of the Company in
connection with such registration, I am familiar with the proceedings taken and
proposed to be taken by the Company in connection with the authorization,
issuance and sale of the Shares. In addition, I have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals, and the
conformity to authentic original documents of all documents submitted to me as
copies.
I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, including statutory and
reported decisional law thereunder, and I express no opinion with respect to the
applicability thereto, or the effect thereon, of any other laws.
Subject to the foregoing, it is my opinion that the Shares have been
duly authorized and, upon issuance, delivery and payment therefor in the manner
contemplated by the Registration Statement, will be validly issued, fully paid
and nonassessable.
I consent to your filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Jason G. Wilson
Jason G. Wilson
Assistant General Counsel
SoftNet Systems, Inc.
