Exhibit 5.1

November 19, 2001

The Directors
SmartForce Public Limited Company
Belfied Office Park
Clonskeagh

Dublin 4

        Re:    Registration Statement on Form S-8

Dear Sirs,

We have examined the Registration Statement on Form S-8 to be filed by you with
the Securities and Exchange Commission on or about November 21, 2001 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 500,000 additional ordinary shares (which
will be represented by 500,000 American Depositary Shares of the Company) in the
capital of the Company reserved for issuance under the 1995 Employee Share
Purchase Plan (the "1995 Plan"), and 350,000 ordinary shares (which will be
represented by 350,000 American Depositary Shares of the Company) in the capital
of the Company reserved for issuance under the 2001 Outside Director Option Plan
(the "2001 Plan") (together the "Shares").

As your legal counsel, we have examined the 1995 Plan and the 2001 Plan and are
familiar with the proceedings proposed to be taken by you in connection with the
issuance of the Shares under the 1995 Plan and the 2001 Plan respectively.

It is our opinion that the Shares will be, if issued in the manner referred to
in the 1995 Plan and the 2001 Plan, as the case may be, on application by the
Optionees under the said Plans for the Shares pursuant to such Plans and
pursuant to the respective agreements that accompany those Plans, legally and
validly issued and fully paid.

We consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 and further consent to the use of our name, wherever
appearing in the said Registration Statement, including any Prospectus
constituting a part thereof and any amendments thereto.

Yours faithfully,



BINCHYS


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