Exhibit 5.1
437 Madison Avenue
New York, New York 10022-7001
(212) 940-3000
Fax: (212) 940-3111
April 28, 2000
TekInsight.Com, Inc.
5 Hanover Square, 24th Floor
New York, NY 10004
Ladies and Gentlemen:
We have acted as counsel to TekInsight.Com, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-4 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of shares of Series A convertible
preferred stock of the Company, par value $.0001 per share (the "Series A
Preferred Stock"), to be issued in connection with the merger of Data Systems
Network Corporation, a Michigan corporation ("DSNC"), into the Company's
wholly-owned subsidiary, TekInsight Services,Inc., a Delaware corporation
("TSI"), pursuant to the Agreement and Plan of Merger by and among the Company,
DSNC and TSI, dated as of February 18, 2000, as amended (the "Merger
Agreement"), filed as Appendix 1 to the Prospectus/Proxy Statement (the
"Prospectus/Proxy Statement") which forms a part of the Registration Statement.
The Series A Preferred Stock is convertible into shares of the Company's common
stock, par value $.0001 per share (the "Conversion Common Stock", and, together
with the Series A Preferred Stock, the "Securities").
This opinion is being delivered to you in connection with the
Registration Statement.
In connection with the foregoing, we have examined the Registration
Statement, including the Prospectus/Proxy Statement, the Merger Agreement and
the Certificate of Designations for the Series A Preferred Stock (the
"Certificate of Designations"). We also have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, certificates and other documents and have made such investigations of
law as we have deemed necessary or appropriate as a basis for the opinions
expressed below.
As to questions of fact material to our opinions expressed herein, we
have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company. We have made no independent investigation of the
facts stated in such certificates or as to any information received from the
Company and/or representatives of the Company and do not opine as to the
accuracy of such factual matters. We also have relied, without investigation,
upon certificates and other documents from, and conversations with, public
officials.
In rendering the following opinions, we have assumed, without
investigation, the authenticity of any document or other instrument submitted to
us as an original, the conformity
TekInsight.Com, Inc.
April 28, 2000
Page 2
to the originals of any document or other instrument submitted to us as a copy,
the genuineness of all signatures on such originals or copies, and the legal
capacity of natural persons who executed any such document or instrument at the
time of execution thereof.
Members of our firm involved in the preparation of this opinion are
licensed to practice law in the State of New York and we do not purport to be
experts on, or to express any opinion herein concerning, the laws of any other
jurisdiction other than the laws of the State of New York.
Based upon and subject to the foregoing, and the other qualifications
and limitations contained herein, and after (a) the Commission shall have
entered an appropriate order declaring effective the above-referenced
Registration Statement, and (b) the shares of the Series A Preferred Stock shall
have been and the Conversion Common Stock, upon conversion of the Series A
Preferred Stock, shall be, if required, duly qualified or registered, as the
case may be, for sale under applicable state securities laws, we are of the
opinion that:
1. The Series A Preferred Stock, when issued in accordance with the
Merger Agreement, will be duly authorized, validly issued, fully paid and
non-assessable.
2. The Company has reserved for issuance upon conversion of the Series
A Preferred Stock a sufficient number of shares of Conversion Common Stock. The
Conversion Common Stock, when duly authorized and issued upon conversion of the
Series A Preferred Stock, in accordance with the Certificate of Designations, at
a conversion price of not less than the par value per share of the Conversion
Common Stock, will have been duly authorized and, when executed, countersigned
and delivered against the delivery of the shares of the Series A Preferred Stock
therefor in accordance with the Certificate of Designations, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears under the
caption "Legal Matters" in the Registration Statement. In giving such consent,
we do not thereby admit that we come within the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission thereunder.
We further consent to the filing of this opinion as an exhibit to
applications to the securities commissioners of the various states of the United
States, to the extent so required, in connection with the registration of the
Securities.
This opinion is intended solely for your benefit in connection with the
transactions described above and, except as provided in the two immediately
preceding paragraphs, may not be otherwise communicated to, reproduced, filed
publicly or relied upon by, any other person or entity for any other purpose
without our express prior written consent. This opinion is limited to the
matters stated herein, and no opinion or belief is implied or may be inferred
beyond the matters expressly stated herein.
TekInsight.Com, Inc.
April 28, 2000
Page 3
We wish to advise you that certain attorneys who are partners or
employees of Nixon Peabody LLP own shares of the Company's common stock.
Very truly yours,
/s/ Nixon Peabody LLP
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