EXHIBIT 5.1


                           NETSOL INTERNATIONAL, INC.
                         24025 Park Sorrento, Suite 220
                               Calabasas, CA 91302

                                   May 9, 2001



Ladies and Gentlemen:

     I am the General Counsel of Netsol International, Inc., a Nevada
corporation (the "Company"). I am delivering this opinion in connection with the
registration under the Securities Act of 1933, as amended (the "1933 Act"), of
up to an aggregate of 4,708,000 shares of the Common Stock, $0.001 par value per
share (the "Shares"), which are available to be issued upon the exercise of
stock options from time to time under the Netsol International, Inc. 1999
Incentive and Nonstatutory Stock Option Plan and 1997 Incentive and Nonstatutory
Stock Option Plan (each, a "Plan"). This opinion is delivered in connection with
the Registration Statement on Form S-8 (the "Registration Statement"), to which
this opinion is attached as an exhibit, to be filed with the Securities and
Exchange Commission (the "Commission") under the 1933 Act.

     In rendering the opinion set forth herein, I have made such investigations
of fact and law, and examined such documents and instruments, or copies thereof
established to my satisfaction to be true and correct copies thereof, as I have
deemed necessary under the circumstances.

     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.

     Based upon the foregoing examinations of law and fact as I have deemed
necessary, and in reliance thereon, and subject to compliance with the
applicable state securities laws, I am of the opinion that the Shares have been
duly authorized, and when offered, sold, issued and paid for pursuant to the
terms of the applicable Plan, will be validly issued, fully paid and
nonassessable.

     I am the holder of Common Stock of the Company and/or options to purchase
Common Stock granted under the Plans which in the aggregate represent less than
1% of the Company's outstanding Common Stock.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus which is a part of the Registration Statement. In
giving such consent, I do not thereby admit that I am in the category of persons
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission thereunder.

                                  Very truly yours,

                                  /s/ Malea Farsai

                                  Malea Farsai
                                  General Counsel