EX-5 3 dirisb2aexhibit5.txt OPINION OF COUNSEL Exhibit 5 BECKMAN, LIEBERMAN & BARANDES, LLP 100 Jericho Quadrangle Suite 329 Jericho, New York 11753 Telephone (516) 433-1200 Telecopier (516) 433-5858 December 8, 2005 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-0406 Gentlemen: Reference is made to the filing by Direct Insite Corp. (the "Company") of a Registration Statement on Form SB-2 (the "Registration Statement"), as amended, with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, covering the registration of (a) 82,738 shares of the Company's common stock, par value $0.0001 per share (the "common stock'), issuable as interest in lieu of cash on the Company's March 29, 2005 5% Senior Subordinated Secured Notes, (b) 750,000 shares of the Company's common stock issuable upon exercise of common stock purchase warrants dated March 29, 2005 and (b) 250,000 shares of the Company's common stock issuable upon exercise of common stock purchase warrants dated July 12, 2005. As counsel for the Company, we have examined its corporate records, including its Certificate of Incorporation, By-Laws, its corporate minutes, the form of its common stock certificate and such other documents as we have deemed necessary or relevant under the circumstances. Based upon our examination, we are of the opinion that: 1. The Company is duly organized and validly existing under the laws of the State of Delaware. 2. The shares of common stock covered by the Registration Statement have been duly authorized and, when issued in accordance Securities and Exchange Commission March 2, 1999 with their terms, as more fully described in the Registration Statement, will be validly issued, fully paid and non-assessable. Securities and Exchange Commission December 8, 2005 Page -2- We hereby consent to be named in the Registration Statement and in the Prospectus which constitutes a part thereof as counsel to the Company, and we hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, /s/ Beckman, Lieberman & Barandes, LLP BECKMAN, LIEBERMAN & BARANDES, LLP