EXHIBIT
5.1
Eiseman
Levine Lehrhaupt & Kakoyiannis, P.C.
[LETTERHEAD]
Network-1
Security Solutions, Inc.
445
Park
Avenue, Suite 1028
New
York,
New York 10022
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Re: |
Registration
Statement on Form S-8
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Ladies
and Gentlemen:
We
have
acted as counsel for Network-1 Security Solutions, Inc., a Delaware corporation
(the “Company”), in
connection with the preparation and filing of a Registration Statement on Form
S-8 (the “Registration Statement”) with the Securities and Exchange Commission
(the “Commission”), with respect to the registration under the Securities Act of
1933, as amended (the “Act”), of an aggregate of 4,132,731 shares of common
stock, par value $.01 per share (the “Shares”). The shares to be issued and sold
pursuant to the Company's Amended and Restated 1996 Stock Option (the “Stock
Option Plan”) and 10 individual option agreements in favor of certain employees,
officers, directors and consultants of the Company (collectively, the
“Plan”).
In
connection with the registration of the Shares, we have reviewed copies of
the
Registration Statement, the Stock Option Plan, the Option Agreements, the
Company’s Certificate of Incorporation, as amended, the Company’s Bylaws, and
such documents and records as we have deemed necessary to enable us to express
an opinion on the matters covered hereby.
We
have
also examined and relied upon representations, statements or certificates of
public officials and officers and representatives of the Company.
In
all
such examinations, we have assumed the completeness and authenticity of all
records and documents submitted to us as originals and the conformity to
original records and documents of all copies submitted to us as reproduced
or
conformed copies.
A
partner
of this firm owns 23,584 shares of Common Stock of the Company and options
and
warrants to purchase an aggregate of 12,500 Shares.
Network-1
Security Solutions, Inc.
February
__, 2007
Page
2 of
2 pages
We
hereby
consent to the filing of this opinion letter as an exhibit to the Registration
Statement. In giving such consent, we do not thereby admit that we are 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
are
delivering this opinion to the Company, and no person other than the Company
may
rely on it.
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Very
truly yours,
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/s/
Eiseman
Levine Lehrhaupt & Kakoyiannis, P.C.
Eiseman
Levine Lehrhaupt & Kakoyiannis, P.C.
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