EX-5.1 2 0002.txt OPINION AND CONSENT AS TO LEAGALITY OF SECURITIES Exhibit 5.1 SCHLUETER & ASSOCIATES, P.C. 1050 Seventeenth Street, Suite 1700 Denver, Colorado 80265 Telephone: (303) 292-3883 Facsimile: (303) 296-8880 November 13, 2000 VIA EDGAR Mr. Steven C. Duvall Assistant Director Division of Corporation Finance United States Securities and Exchange Commission Mail Stop 0404 450 Fifth Street N.W. Washington, D.C. 20549 Re: Bonso Electronics International Inc. Post-Effective Amendment No. 1 to Registration Statement on Form F-2 SEC File No. 333-32524 Dear Mr. Duvall: On behalf of Bonso Electronics International Inc. (the "Company"), we are filing herewith under the Securities Act of 1933, as amended (the "Act") Post-Effective Amendment No. 1 to the Company's Registration Statement on Form F-2. The Company's Registration Statement on Form F-2 that was declared effective by the Commission on May 31, 2000. The Post-Effective Amendment is being filed to update Registration Statement. The registration fee relating to the Post-Effective Amendment and the securities included therein was previously paid. The filing has been updated to incorporate by reference the Company's Form 20-F that includes the audited financial statements for the year ended March 31, 2000, and certain other minor changes. I note that the Company is profitable, and that its Common Stock is traded on the NASDAQ National Market System. In light of the Company's long history of profitability, the fact that the Registration Statement is an F-2, involving the exercise of Warrants previously registered and the sale of shares of Common Stock by two selling shareholders, I would like to request your assistance in having the Post-Effective Amendment to the Registration Statement declared effective as soon as possible. If you have any concerns or questions, please do not hesitate to contact the undersigned. Sincerely, SCHLUETER & ASSOCIATES, P.C. Henry F. Schlueter HFS/emd c: Bonso Electronics International Inc. Pricewaterhouse Coopers