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EXHIBIT 5.1
[PAUL, HASTINGS, JANOFSKY & WALKER LLP LETTERHEAD]
December 18, 2000
OUR FILE NO.
30950.00024
FutureLink Corp.
2 South Pointe Drive
Lake Forest, California 92630
Re: FutureLink Registration Statement on Form SB-2
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to FutureLink
Corp., a Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form SB-2 (the "Registration Statement") being filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act") on or about the date
hereof, with respect to the offering from time to time by certain shareholders
of the Company ("Selling Shareholders"), as detailed in the Registration
Statement, of 62,117,457 shares of the Company's common stock, par value $0.0001
per share ("Common Stock"), consisting of :
(i) 49,225,834 shares of Common Stock currently issued and
outstanding (the "Outstanding Shares");
(ii) 8,120,230 shares of Common Stock which are issuable upon
exercise of certain common stock purchase warrants (collectively
the "Warrants" and each a "Warrant") which are currently issued
to various Selling Shareholders (the "Warrant Shares");
(iii) 1,428,571 shares of Common Stock which are issuable upon
conversion of shares of Series A Convertible Preferred Stock
which are currently outstanding (the "Outstanding Conversion
Shares");
(iv) 1,142,857 shares of Common Stock which are issuable upon
conversion of shares of Series A Convertible Preferred Stock
which are issuable upon the exercise of a
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FutureLink Corp.
December 18, 2000
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warrant(the "Series A Warrant") for the purchase of shares of
Series A Convertible Preferred Stock (the "Warrant Conversion
Shares"); and
(v) 2,199,965 shares of Common Stock (the "Charon Shares") issuable
in accordance with the terms of that certain Amalgamation
Agreement by and among the Company, Charon Systems, Inc. and
certain Company subsidiaries dated June 16, 2000 (the
"Amalgamation Agreement"), upon surrender of certain outstanding
securities of 1423280 Ontario Inc., a Company subsidiary (the
"Charon Securities"), issued in connection with the Company's
acquisition of Charon Systems Inc., and without the payment of
additional consideration.
In connection with this opinion, we have examined the Certificate of
Incorporation of the Company, as amended, and on file with the Delaware
Secretary of State; the Bylaws of the Company; such records of corporate
proceedings of the Company as we deem appropriate for the purposes of this
opinion; the Warrants; the Securities Purchase Agreement dated June 29, 2000
between the Company and Microsoft Corporation, and the related agreements
thereto; the Series A Warrant; the Amalgamation Agreement; and the Registration
Statement and the exhibits thereto. In our examination of the foregoing, we have
assumed, without independent investigation, (i) the genuineness of all
signatures, and the authority of all persons or entities signing all documents
examined by us and (ii) the authenticity of all documents submitted to us as
originals and the conformity to authentic original documents of all copies
submitted to us as certified, conformed or photostatic copies. With regard to
certain factual matters, we have relied, without independent investigation or
verification, upon statements and representations of representatives of the
Company.
Based on and subject to the foregoing, as of the date hereof, we are of
the opinion that:
(1) the Outstanding Shares are legally issued, fully paid and
nonassessable;
(2) when issued as described in and in accordance with the terms of each
respective Warrant, and upon receipt by the Company of the consideration
provided for in each respective Warrant, the Warrant Shares will be legally
issued, fully paid and nonassessable;
(3) when issued as described in and in accordance with the terms of the
Certificate of Designation for the Series A Convertible Preferred Stock (the
"Series A Certificate of Determination"), and upon surrender of the shares of
Series A Convertible Preferred Stock as provided therein, the Outstanding
Conversion Shares will be legally issued, fully paid and nonassessable;
(4) after (i) the Series A Warrant has been exercised in accordance with
its terms and the Company has received the consideration provided for in the
Series A Warrant and (ii) the shares of Series A Convertible Preferred Stock
issuable in accordance with the terms of the Series A Warrant have been issued;
then, when issued as described in and in accordance with the terms of the Series
A Certificate of Determination, and upon surrender of the shares of Series A
Convertible Preferred Stock as provided in the Series A Certificate of
Determination, the Warrant Conversion Shares will be legally issued, fully paid
and nonassessable;
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FutureLink Corp.
December 18, 2000
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(5) when issued as described in and in accordance with the terms of the
Amalgamation Agreement, and upon surrender of the Charon Securities in
accordance with the terms of the Amalgamation Agreement, the Charon Shares will
be legally issued, fully paid and nonassessable; and
We assume no obligation to supplement this opinion if any applicable law
changes after the date hereof or if we become aware of any fact that might
change the opinions expressed herein after the date hereof.
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the references therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ PAUL, HASTINGS, JANOFSKY & WALKER LLP
PAUL, HASTINGS, JANOFSKY & WALKER LLP