LAW OFFICES  **Silver,  Freedman  &  Taff,  L.L.P.A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS1700 WISCONSIN AVENUE, N.W.WASHINGTON, D.C. 20007PHONE: (202) 295-4500FAX:  (202) 337-5502 or (202) 337-5503WWW.SFTLAW.COM 
March 19, 2003

Vsource, Inc.16875 West Bernardo DriveSuite 250San Diego, California   92127-1625

Gentlemen:

            	We have acted as counsel to Vsource, Inc., a Delaware corporation ("Corporation"), in connection with thepreparation and filing of this Registration Statement on Form S-2  ("Registration Statement"), under the Securities Actof 1933, as amended, covering the resale of 740,174 shares of common stock, $0.01 par value per share ("CommonStock"), of the Corporation issued in connection with the Corporation's acquisition of NetCel360 Holding Limited andits domain name, 16,973,000 shares of Common Stock issuable upon the conversion of the Corporation's Series 4-Aconvertible preferred stock ("Series 4-A Preferred"), and 105,973 shares of Common Stock issuable upon the exerciseof ceratin purchase warrants granted by the Corporation ("Warrants").

            	We have examined copies of the Registration Statement, the prospectus forming a part thereof, the Certificateof Incorporation and Bylaws of the Corporation, each as amended to date, the minutes of various meetings andunanimous written consents of the Board of Directors and the shareholders of the Corporation, and original, reproducedor certified copies of such records of the Corporation and such agreements, certificates of officers and representativesof the Corporation and others, and such other documents, papers, statutes and authorities as we deem necessary to formthe basis of the opinions hereinafter expressed.  In such examination, we have assumed the genuineness of all signaturesand the conformity to original documents of all documents supplied to us as copies. As to various questions of factmaterial to such opinions, we have relied, without investigation, upon statements and certificates of officers andrepresentatives of the Corporation and others.

            	Based on the foregoing, we are of the opinion that the 740,174 shares of Common Stock issued in connectionwith the Corporation's acquisition of the assets of NetCel360 Holding Limited and the Vsource domain name, the16,973,000 shares of Common Stock issuable upon conversion of the Series 4-A Preferred, when such Series 4-APreferred are converted in accordance with the terms of the Corporation's Certificate of Incorporation, and the 105,973shares of Common Stock issuable upon exercise of the Warrants, when such Warrants are exercised in accordance withthe terms of the Warrants and the applicable Warrant agreements, when sold in the manner referred to in the RegistrationStatement, will be legally issued, fully paid and nonassessable.

            	We hereby consent to the use of this opinion as an exhibit to the Registration Statement.  In giving suchconsent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 ofthe Securities Act or the rules and regulations of the Commission. 

Sincerely,/s/ Silver, Freedman & Taff, L.L.P.SILVER, FREEDMAN & TAFF, L.L.P.**