EXHIBIT 5.1

                                 April 24, 2001


Ladies and Gentlemen:

         I am the General Counsel of NetSol International, Inc., a Nevada
corporation (the "Company"). This opinion is submitted in connection with the
registration on a Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, of up to 624,875 shares of the Company's
common stock, par value $0.001 per share (the "Shares"), of which 450,364 of
the Shares have been issued prior to the date hereof (the "Issued Shares"),
12,506 of the Shares will be issued shortly after the date hereof (the
"Issuable Shares") and up to 162,005 of the Shares may be issued after the
date hereof upon the exercise of warrants (the "Warrant Shares").  Such
Shares will be sold from time to time by the shareholders named in the
Registration Statement.

         I have examined originals or copies, certified or otherwise,
identified to my satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as I have deemed
necessary for the purposes of rendering this opinion, including the Company's
Article of Incorporation, as amended, and Bylaws.

         Based on the foregoing, I am of the opinion that (i) the Shares have
been duly authorized, (ii) the Issued Shares have been validly issued and are
fully paid and nonassessable, (iii) the Issuable Shares will be validly
issued and fully paid and nonassessable upon their issuance in accordance
with the terms of the Securities Purchase Agreement under which the Issued
Shares were sold, and (iv) the Warrant Shares will be validly issued and
fully paid and nonassessable upon the proper exercise of the warrants in
accordance with their terms.

         I am a member of the Bar of the State of California, and I express
no opinion as to the laws of any jurisdiction other than the laws of the
State of California, the General Corporation Law of the State of Nevada and
the federal laws of the United States of America.

         I hereby consent to the use of my name in the Registration Statement
and under the caption "Legal Matters" in the related Prospectus and consent
to the filing of this opinion as an exhibit to the Registration Statement.

                                       Very truly yours,

                                       /s/ Malea Farsai
                                       Malea Farsai,
                                       General Counsel