Exhibit 5.1
R.N. MERCHANT & CO.
LEGAL CONSULTANTS 184/198, Dr. M. G. Mahimtura Marg,
Somji Bldg. Shop No. IS-A.
Mezzanine Floor,
Mumbal 400004
Maharastra
India. Phone (91.22) 3825081
Email: mmerchant@yahoo.com
Fax no. 3826999
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January 22, 2002
New York Stock Exchange, Inc.
11 Wall Street
New York, New York 10005
Ladies and Gentlemen:
In connection with the listing on the New York Stock Exchange of
4,300,000 additional American depositary shares evidencing 8,600,000 equity
shares, par value Rs. 10 each (the "Additional Equity Shares"), of Silverline
Technologies Limited, a public limited company incorporated under the laws of
India (the "Corporation"), we have examined such corporate records, certificates
and documents and such questions of law as we have considered necessary or
appropriate for the purpose of this opinion. On the basis of such examination,
we advise you that in our opinion:
(1) The Additional Equity Shares have been duly authorized by the
resolutions of the Board of Directors of the Corporation adopted at its meetings
held on June 14, 2001 and November 13, 2001, respectively, and by shareholder
approval at the Annual Extraordinary General Meetings of Shareholders held on
July 9, 2001 and December 18, 2001, respectively;
(2) Upon issuance, the Additional Equity Shares will be legally issued,
fully paid and non-assessable; and
(3) Under the laws of India, no personal liability attaches to the
holders of the Additional Equity Shares by reason only of their being registered
holders thereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement relating to the Additional Equity Shares. We are members
of the Bar of India. We express no opinion as to the laws of any jurisdiction
other than those of the Republic of India.
Very truly yours,
/s/ R. N. Merchant & Co.
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RN. Merchant & Co
R.N. MERCHANT & CO.
LEGAL CONSULTANTS 184/198, Dr. M. G. Mahimtura Marg,
Somji Bldg. Shop No. IS-A.
Mezzanine Floor,
Mumbal 400004
Maharastra
India. Phone (91.22) 3825081
Email: mmerchant@yahoo.com
Fax no. 3826999
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OPINION
January 22, 2002
Silverline Technologies Limited
Kolshet Road, Dhokali
Thane (West), India 400607
Ladies and Gentlemen:
In connection with the Registration Statement on Form F-3 (together
with any amendments, including pre and post effective amendments and supplements
thereto, the "Registration Statement") which you have filed to register under
the Securities Act of 1933, your equity shares, par value Rs. 10 each
(hereinafter referred to as the "Shares"), you have asked that we furnish our
opinion to be filed as Exhibit 5.1 to the Registration Statement. For such
purpose we have reviewed the provisions of your Memorandum of Association and
Articles of Association and such other documents and such questions of law as we
have deemed necessary or advisable.
On the basis of such review, we advise you that in our opinion the
Shares, when issued, will be legally issued, fully paid and non-assessable.
The foregoing opinion is limited to the laws of India, and we express
no opinion as the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement relating to the Shares and to references to us under the
heading "Validity of Securities" in the Registration Statement relating to the
Shares.
This opinion is rendered by us as Indian counsel to the Company in
relation to matters governed by Indian law and speaks only as of the date
hereof. This opinion is for the exclusive use of the Company and shall not be
disclosed to or relied upon by anyone else without our written consent.
Yours faithfully,
/s/ R. N. Merchant & Co.
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RN. Merchant & Co