EX-5 2 diris8-ex5.txt OPINION OF COUNSEL EXHIBIT 5 June 25, 2007 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: Direct Insite Corp. Registration Statement on Form S-8 Gentlemen: Reference is made to the filing by Direct Insite Corp. (the "Corporation") of a Registration Statement on Form S-8 with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, covering the registration of 5,496,667 shares of the Corporation's common stock, $.0001 par value per share pursuant to the following Stock Issuance/Stock Option Plans (the "Plans"): 2000 Stock Option/Stock Issuance Plan 2001 Stock Option/Stock Issuance Plan 2001-A Stock Option/Stock Issuance Plan 2002 Stock Option/Stock Issuance Plan 2002-A Stock Option/Stock Issuance Plan 2003 Stock Option/Stock Issuance Plan 2003-A Stock Option/Stock Issuance Plan 2004 Stock Option/Stock Issuance Plan As counsel for the Corporation, we have examined its corporate records, including its Certificate of Incorporation, as amended, By-Laws, its corporate minutes, the form of its Common Stock certificate, the Plans 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 Corporation is duly organized and validly existing under the laws of the State of Delaware. 2. The shares of the Corporation's common stock, when issued pursuant to the terms of Plans, will be validly authorized, legally issued, fully paid and non-assessable. We hereby consent to be named in the Registration Statement and in the Prospectus which constitutes a part thereof as counsel of the Corporation, 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