Exhibit 5.1
Kilpatrick Stockton LLP
| Attorneys at Law |
November 1, 2001 | E-mail: bbarkley@kilpatrickstockton.com |
Firstwave Technologies, Inc.
Suite 1000
2859 Paces Ferry Road
Atlanta, Georgia 30339
Re: | Firstwave Technologies, Inc. |
Gentlemen:
At your request, we have examined the Registration Statement on Form S-3 filed by Firstwave Technologies, Inc., a Georgia corporation (the "Company"), with the Securities and Exchange Commission with respect to the registration of 444,459 shares of common stock, no par value per share, of the Company (the "Common Stock") to be resold by certain of the Company’s shareholders to the public.
As your counsel, and in connection with the preparation of the Registration Statement, we have examined the originals or copies of such documents, corporate records, certificates of public officials and officers of the Company, and other instruments related to the authorization and issuance of the Common Stock as we deemed relevant or necessary for the opinions expressed herein. Based upon the foregoing, it is our opinion that the shares of Common Stock to be resold by certain shareholders of the Company to the public will be, upon sale and delivery in the manner and under the terms and conditions described in the Registration Statement, validly issued, fully paid, and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto.
Very truly yours, KILPATRICK STOCKTON LLP By: /s/ W. Benjamin Barkley W. Benjamin Barkley, a Partner |