EXHIBIT 5.1

                       SICHENZIA ROSS FRIEDMAN FERENCE LLP
                                Attorneys At Law
                           1065 Avenue of the Americas
                            New York, New York 10018
                              ---------------------
                            Telephone: (212) 930-9700
                            Facsimile: (212) 930-9725

                                                              June 5, 2006

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

         Re:      Manaris Corporation
                  Form S-8 Registration Statement


Ladies and Gentlemen:

         We refer to the above-captioned registration statement on Form S-8 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Act"), filed by Manaris Corporation, a Nevada corporation (the "Company"), with
the Securities and Exchange Commission.

         We have examined the originals, photocopies,  certified copies or other
evidence of such records of the Company, certificates of officers of the Company
and  public  officials,  and other  documents  as we have  deemed  relevant  and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents   submitted  to  us  as  certified   copies  or  photocopies  and  the
authenticity of the originals of such latter documents.

         Based on our  examination  mentioned  above, we are of the opinion that
the  securities  being  registered  to be  sold  pursuant  to  the  Registration
Statement are duly authorized and will be, when sold in the manner  described in
the  Registration  Statement,  legally  and validly  issued,  and fully paid and
non-assessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under "Legal Matters" in
the related Prospectus.  In giving the foregoing consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the  Act,  or the  rules  and  regulations  of the  Securities  and  Exchange
Commission.

                                        Very truly yours,

                                        /s/ Sichenzia Ross Friedman Ference LLP
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                                        Sichenzia Ross Friedman Ference LLP