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                                                                     EXHIBIT 8.1

                    [LETTERHEAD OF DELOITTE HASKINS & SELLS]

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Silverline Technologies Limited:

     We have audited the accompanying consolidated balance sheets of Silverline
Technologies Limited and subsidiaries, as of December 31, 2000 and 1999, and the
related consolidated statements of income and cash flows for each of the years
in the three-year period ended December 31, 2000. Our audits also included the
financial statement schedule listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on the consolidated financial statements and financial statement
schedule based on our audits.

     We did not audit the financial statements of Sky Capital International,
Hong Kong (a consolidated subsidiary), which statements reflect total assets
constituting 6.3% and 0%, respectively, of consolidated total assets as of
December 31, 2000 and 1999, and total revenues constituting 7.3% and 0%,
respectively, of consolidated total revenues for the years then ended. Those
statements were audited by other auditors whose report has been furnished to us,
and our opinion, insofar as it relates to the amounts included for Sky Capital
International, Hong Kong, is based solely on the report of such other auditors.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the report of
the other auditors provide a reasonable basis for our opinion.

     In our opinion, based on our audits and the report of the other auditors,
such consolidated financial statements present fairly, in all material respects,
the financial position of Silverline Technologies Limited and subsidiaries as of
December 31, 2000 and 1999, and the results of their operations and their cash
flows for each of the years in the three year period ended December 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.

     As described in Note 1, these consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America, which differ in certain material respects from the
accounting principles generally accepted in India, which form the basis of the
Company's general purpose financial statements.

Place:  Mumbai, India

                                   /s/  DELOITTE HASKINS & SELLS

                                   DELOITTE HASKINS & SELLS

Dated July 6, 2001