Exhibit 5.1

February 21, 2006

United States Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549-0405

Re: Netsol Technologies, Inc.

Ladies and Gentlemen:

The undersigned represents Netsol Technologies, Inc., a Nevada Corporations (the
"Registrant") in connection with the Registrant's Registration Statement on Form
SB-2 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the sale of 1,717,026 shares of the Registrant's Common Stock (the
"Shares" or the "Registrant Securities") the certain beneficial owners of the
Company's shares. In connection with this representation, I have examined such
documents and undertaken such further inquiry as I consider necessary for
rendering the opinion hereinafter set forth.

Based upon the foregoing, it is my opinion that the Registered Securities, when
sold as set for the in the Registration Statement, will be legally issued, fully
paid and nonassessable.

I acknowledge that I am referred to under the heading "Legal Matters" in the
prospectus which is part of the Registration Statement, and I hereby consent to
such use of my name in such Registration Statement and to the filing of this
opinion as Exhibit 5 to the Registration Statement and with such regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities of offer and sale in such states.

MALEA FARSAI, GENERAL COUNSEL
NETSOL TECHNOLOGIES, INC.