alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
<PAGE>   1
                                                                     Exhibit 5.1

                          [OSBORN MALEDON LETTERHEAD]



                                   May 5, 1999




SalesLogix Corporation
8800 N. Gainey Center Drive, Suite 200
Scottsdale, AZ  85258

Ladies and Gentlemen:

         We have acted as counsel to you in connection with the proceedings for
the authorization and issuance by SalesLogix Corporation (the "Company") of up
to 3,325,000 shares (the "Firm Shares") of the Company's common stock, $.001 par
value per share (the "Common Stock"), together with an additional 498,750 shares
of Common Stock if and to the extent the underwriters exercise an over-allotment
option granted by the Company (the "Over-Allotment Shares"), and the preparation
and filing of a registration statement on Form S-1 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
which you are filing with the Securities and Exchange Commission with respect to
the Firm Shares and the Over-Allotment Shares (collectively, the "Shares").

         We have examined the Registration Statement and such documents and
records of the Company and other documents as we have deemed necessary for the
purpose of this opinion. Based upon the foregoing, we are of the opinion that
upon the happening of the following events:

         (a)      the filing and effectiveness of the Registration Statement and
                  any amendments thereto,

         (b)      due execution by the Company and registration by its registrar
                  of the Shares,

         (c)      the offering and sale of the Shares as contemplated by the
                  Registration Statement, and

         (d)      receipt by the Company of the consideration required for the
                  Firm Shares and the Over-Allotment Shares to be sold by the
                  Company as contemplated by the Registration Statement,

the Shares will be duly authorized, validly issued, fully paid and
nonassessable.
<PAGE>   2
SalesLogix Corporation
May 5, 1999
Page 2

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and any amendment thereto, including any and all
post-effective amendments and any registration statement relating to the same
offering that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act, and to the reference to our firm in the Prospectus of the
Registration Statement under the heading "Legal Matters". In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act.

                                                     Very truly yours,

                                                     OSBORN MALEDON, P.A.
## SUPREME COURT OF THE STATE OF NEW YORK 

## Appellate Division, Fourth Judicial Department

**754 CA 11-00207**  PRESENT: SCUDDER, P.J., PERADOTTO, LINDLEY, GREEN, AND GORSKI, JJ.

JAMES M. ROBERTS, PLAINTIFF-RESPONDENT,

V ORDER
ROBERT OUTHOUSE, SHERIFF OF COUNTY OF CAYUGA AND COUNTY OF CAYUGA, A MUNICIPAL CORPORATION, DEFENDANTS-APPELLANTS.

THE LAW FIRM OF FRANK W. MILLER, EAST SYRACUSE (FRANK W. MILLER OF COUNSEL), FOR DEFENDANTS-APPELLANTS.
SUGARMAN LAW FIRM, LLP, SYRACUSE (AMY M. VANDERLYKE OF COUNSEL), FOR PLAINTIFF-RESPONDENT.

Appeal from an order of the Supreme Court, Cayuga County (Mark H. Fandrich, A.J.), entered December 6, 2010. The order, insofar as appealed from, denied the motion of defendants for summary judgment and to preclude plaintiff’s expert testimony.
It is hereby ORDERED that the order so appealed from is unanimously affirmed without costs.

Entered: June 10, 2011 Patricia L. Morgan Clerk of the Court
No. 66682.

#### Inter Maritime Forwarding Co., Inc. *v.*United States,

protest 311655-K (New York).

Opinion by

Ford, J.

In accordance with stipulation of counsel that the merchandise consists of cutting sticks in chief value of a plastic material, not enumerated in the dutiable provision of said act, which are similar in use to cutting sticks, composed wholly or in chief value of wood, against which the cutting blades of mechanical paper guillotines come to rest at the end of the cutting stroke, the claim of the plaintiff was sustained.
record_content_type_code,description2,Adobe PDF1,Rich Text Format
```

[Congressional Bills 106th Congress]
[From the U.S. Government Publishing Office]
[H. Con. Res. 50 Received in Senate (RDS)]

  1st Session
H. CON. RES. 50

_______________________________________________________________________

                   IN THE SENATE OF THE UNITED STATES

                             March 24, 1999

                                Received

_______________________________________________________________________

                         CONCURRENT RESOLUTION

 
    Authorizing the 1999 District of Columbia Special Olympics Law 
      Enforcement Torch Run to be run through the Capitol Grounds.

    Resolved by the House of Representatives (the Senate concurring),

SECTION 1. AUTHORIZATION OF RUNNING OF D.C. SPECIAL OLYMPICS LAW 
              ENFORCEMENT TORCH RUN THROUGH CAPITOL GROUNDS.

    On June 11, 1999, or on such other date as the Speaker of the House 
of Representatives and the Committee on Rules and Administration of the 
Senate may jointly designate, the 1999 District of Columbia Special 
Olympics Law Enforcement Torch Run (in this resolution referred to as 
the ``event'') may be run through the Capitol Grounds as part of the 
journey of the Special Olympics torch to the District of Columbia 
Special Olympics summer games at Gallaudet University in the District 
of Columbia.

SEC. 2. RESPONSIBILITY OF CAPITOL POLICE BOARD.

    The Capitol Police Board shall take such actions as may be 
necessary to carry out the event.

SEC. 3. CONDITIONS RELATING TO PHYSICAL PREPARATIONS.

    The Architect of the Capitol may prescribe conditions for physical 
preparations for the event.

SEC. 4. ENFORCEMENT OF RESTRICTIONS.

    The Capitol Police Board shall provide for enforcement of the 
restrictions contained in section 4 of the Act of July 31, 1946 (40 
U.S.C. 193d; 60 Stat. 718), concerning sales, displays, and 
solicitations on the Capitol Grounds, as well as other restrictions 
applicable to the Capitol Grounds, with respect to the event.

            Passed the House of Representatives March 23, 1999.

            Attest:

                                                 JEFF TRANDAHL,

                                                                 Clerk.
```
CERTIFICATION PURSUANT TO
                         THE SARBANES-OXLEY ACT OF 2002

I, Henry F. Nelson, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of INSCI Corp.;

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   I am responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
     registrant and I have:

a)   designed such disclosure controls and procedures to ensure that material
     information relating to the registrant, including its consolidated
     subsidiaries, is made known to me by others within those entities,
     particularly during the period in which this quarterly report is being
     prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
     procedures as of a date within 90 days prior to the filing of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report my conclusions about the effectiveness
     of the disclosure controls and procedures based on my evaluation as of the
     Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the registrant's
     auditors and the audit committee of the registrant's board of directors (or
     persons performing the equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to record,
     process, summarize and report financial data and have identified for the
     registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   I have indicated in this quarterly report whether or not there were
     significant changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of our most
     recent evaluation, including any corrective actions with regard to
     significant deficiencies and material weaknesses.





Date:  November 13, 2003


/S/ HENRY F. NELSON
----------------------------------------

Henry F. Nelson
Chief Executive Officer, President and Chief Financial Officer
No. 61669.

#### Manca, Inc. *v.*United States,

protests 277049-K and 277050-K (New York).

*485Opinion by

Olives, C. J.

It was stipulated that the items marked “A” consist of lenses for photo enlargers and the items marked “B” consist of parts of photo enlargers; that said enlargers were -held dutiable at 15 percent under paragraph 1551, as modified, as photographic cameras in *Manca, Inc.*v. *United States*(38 Cust. Ct. 271, C. D. 1874); and that, in accordance with said decision-, the items marked “A” are dutiable at 25 percent under paragraph 228 (b), as modified by T. D. 51802, and the items marked “B” are dutiable at 20 percent under paragraph 1551. On the agreed facts and -following the cited authority, the claims of the plaintiff were sustained.
<PAGE>   1
                                                                  EXHIBIT 3.2(a)

                               STATE OF DELAWARE

                        OFFICE OF THE SECRETARY OF STATE

                          ---------------------------

     I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT
OF "AMERICA'S HOME PAGE, INC.", CHANGING ITS NAME FROM "AMERICA'S HOME PAGE,
INC." TO "TAKES.COM, INC.", FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF
JUNE, A.D. 1999, AT 1 O'CLOCK P.M.

     A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.

                                        /s/ Edward J. Freel
                                        -----------------------------------
                                        Edward J. Freel, Secretary of State


                     [STATE SEAL]


3017290  8100                           AUTHENTICATION:  9812363

991244859                                         DATE:  06-18-99
<PAGE>   2
                            CERTIFICATE OF AMENDMENT
                                     TO THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           AMERICA'S HOME PAGE, INC.
                            (A DELAWARE CORPORATION)

                                     *****

     AMERICA'S HOME PAGE, INC., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, does hereby
certify:

FIRST:

          That the Shareholder and the Board of Directors of the Corporation,
          PURSUANT TO SECTIONS 141, 242 AND 228 OF THE GENERAL CORPORATION LAW
          OF THE STATE OF DELAWARE, adopted a resolution declaring the adoption
          of the following amendment to the Certificate of Incorporation of the
          Corporation:

          ITEM FIRST OF THE CERTIFICATE OF INCORPORATION SHALL READ AS FOLLOWS
          IN ITS ENTIRETY:

          FIRST:    THE NAME OF THE CORPORATION (HEREINAFTER CALLED THE
                    "CORPORATION") IS: takes.com, inc.

DATED:    June 17, 1999

                                        AMERICA'S HOME PAGE, INC.

                                        /s/ Susan Hermann
                                        -----------------------------------
                                        By: Susan Hermann
                                        Its: Assistant Secretary
No. 49894.

#### Protests 986342-G, etc., of Mandel Bros., Inc. (New York).

Opinion by

Oliver, P. J.

Following the authorities cited in Abstraot 15400 the court dismissed the protests.
Exhibit 23

                               Consent of Auditors


Consent of Independent Certified Public Accountants

The Board of Directors
Premier Bancorp, Inc.:

We consent to incorporation by reference in the registration statement (No.
333-34243) on Form S-4 of Premier Bancorp, Inc., of our report dated January 26,
2001, relating to the consolidated statements of financial condition of Premier
Bancorp, Inc. and subsidiaries as of December 31, 2000 and 1999, and the related
consolidated statements of operations, shareholders' equity and comprehensive
income (loss), and cash flows for the years then ended, which report appears in
the December 31, 2000 Form 10-KSB of Premier Bancorp, Inc.

/s/ KPMG LLP
---------------------------

March 22, 2001
Philadelphia, Pennsylvania
**KPMG
      LLP**


700
      Louisiana Street


Houston,TX 
      77002







Independent
      Accountants' Report






The
      Partners


GEMSA
      Loan Services, L.P.




We
      have
      examined management's assertion, included in the accompanying Management
      Assertion, that GEMSA
      Loan Services, L.P. (the Partnership) complied with the minimum servicing
      standards set forth in the Mortgage Bankers Association of America's (MBA) *Uniform
      Single Attestation Program for Mortgage* *Bankers,* except
      for minimum servicing standards V.4. and VI.1 ., which
      the MBA has interpreted as being inapplicable
      to the servicing
      of commercial and multi-family loans as of and for the year ended December
      31, 2005. Management is responsible for the Partnership's compliance with those
      minimum servicing standards. Our responsibility is to express an opinion on
      management's assertion about the Partnership's
      compliance based on our examination.




Our
      examination was conducted in accordance with attestation standards established
      by the American Institute
      of Certified Public Accountants and, accordingly, included examining, on a
      test
      basis, evidence about
      the
      Partnership's compliance with tlie minimum servicing standards specified above
      and performing such other procedures as we considered necessary in the
      circumstances. We believe that our examination provides a reasonable basis
      for
      our opinion. Our examination does not provide a legal determination on the
      Partnership's compliance with the minimum servicing standards.




In
      our
      opinion, management's assertion that GEMSA Loan Services, L.P. complied with
      the aforementioned
      minimum servicing standards as of and for the year ended December 31, 2005
      is
      fairly stated,
      in all material respects.




/s/
      KPMG
      LLP




February
      27, 2006






KPMG
      LLP,
      a U.S. limited liability partnership, is the U.S.


member
      of
      KPMG International, a Swiss cooperative
<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                          823195
<SECURITIES>                                    339800
<RECEIVABLES>                                    41766
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               1205914
<PP&E>                                        27804284
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                29010198
<CURRENT-LIABILITIES>                           232975
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                    28777223
<TOTAL-LIABILITY-AND-EQUITY>                  29010198
<SALES>                                              0
<TOTAL-REVENUES>                                121744
<CGS>                                                0
<TOTAL-COSTS>                                    38925
<OTHER-EXPENSES>                                 98173
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (15354)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (15354)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (15354)
<EPS-PRIMARY>                                    (.47)
<EPS-DILUTED>                                    (.47)
        

</TABLE>
<TABLE> <S> <C>

<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           3,300
<SECURITIES>                                         0
<RECEIVABLES>                                   68,778
<ALLOWANCES>                                     5,485
<INVENTORY>                                     62,808
<CURRENT-ASSETS>                               145,247
<PP&E>                                       1,217,100
<DEPRECIATION>                                 353,925
<TOTAL-ASSETS>                               1,554,989
<CURRENT-LIABILITIES>                          181,959
<BONDS>                                      1,579,416
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                         1,026
<OTHER-SE>                                   (220,345)
<TOTAL-LIABILITY-AND-EQUITY>                 1,554,989
<SALES>                                          5,011
<TOTAL-REVENUES>                               225,248
<CGS>                                           31,357
<TOTAL-COSTS>                                  194,079
<OTHER-EXPENSES>                                37,126
<LOSS-PROVISION>                                 4,163
<INTEREST-EXPENSE>                              37,826
<INCOME-PRETAX>                               (37,314)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                           (37,314)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (37,314)
<EPS-PRIMARY>                                   (0.36)
<EPS-DILUTED>                                   (0.36)
        

</TABLE>
<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS AS OF OCTOBER 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          OCT-31-1997
<PERIOD-START>                             NOV-01-1996
<PERIOD-END>                               OCT-31-1997
<CASH>                                      36,890,454
<SECURITIES>                                 2,137,084
<RECEIVABLES>                                5,654,118
<ALLOWANCES>                                         0
<INVENTORY>                                  6,110,761
<CURRENT-ASSETS>                            51,653,071
<PP&E>                                      12,514,922
<DEPRECIATION>                               9,555,383
<TOTAL-ASSETS>                              54,779,455
<CURRENT-LIABILITIES>                       18,413,272
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       219,234
<OTHER-SE>                                  36,015,109
<TOTAL-LIABILITY-AND-EQUITY>                54,779,455
<SALES>                                     10,524,828
<TOTAL-REVENUES>                            11,100,709
<CGS>                                       24,646,334
<TOTAL-COSTS>                               24,878,460
<OTHER-EXPENSES>                            38,981,344
<LOSS-PROVISION>                               216,820
<INTEREST-EXPENSE>                              13,423
<INCOME-PRETAX>                           (51,022,312)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                       (51,022,312)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                              (51,022,312)
<EPS-PRIMARY>                                   (2.96)
<EPS-DILUTED>                                   (2.96)
        

</TABLE>
No. 50826.

#### Protests 40740-K/89573, etc., of Stanley Belting Corp. (Chicago).

Opinion by

Ekwall, J.

In accordance with stipulation of counsel the court found that the facts herein agreed upon were such as to bring the case within the holding in *John Barr*v. *United States*(11 Cust. Ct. 88, C. D. 801), which record was incorporated herein. (See *John Barr*v. *United States,*324 U. S. 83, decided February 5, 1945.) In accordance therewith it was held that the currency of the *210invoices should be converted at the buying rate in the New York market at noon on the day of exportation (the “free” rate of exchange for pounds sterling), as certified by the Federal Reserve bank and set forth by the collector on each of the entries. The protests were sustained to this extent.
No. 55789.

protest 167838-K (A) (New York).

#### V. Sabella & Co., Inc. *v.*United States,

Opinion by

Cline, J.

Following the authorities cited in Abstract 15400 the court dismissed the protest.
No. 51515.

#### Protests 942246-G, etc., of Julius Kayser & Co. (New York).

*144Opinion by

Kincheloe, J.

It was stipulated that the merchandise is the same in all material respects as the gloves which were the subject of *United States*v. *Julius Kayser & Co.*(33 C. C. P. A. 179, C. A. D. 333). In accordance therewith the claim of the plaintiff was sustained.