S-4/A

As filed with the Securities and Exchange Commission on November 10, 2010.

Registration No. 333-169857

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SSI INVESTMENTS II LIMITED

(Exact Name of Registrant as Specified in Its Charter)

Republic of Ireland	7372	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

SSI CO-ISSUER LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7372	27-3546832
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

107 Northeastern Boulevard

Nashua, New Hampshire 03062

(603) 324-3000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants’ Principal Executive Offices)

Charles E. Moran

President and Chief Executive Officer

SkillSoft Limited

107 Northeastern Boulevard

Nashua, New Hampshire 03062

(603) 324-3000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with a copy to:

Craig E. Marcus, Esq.

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

(617) 951-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ¨

CALCULATION OF REGISTRATION FEE

Title Of Each Class of Securities to be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Note (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (1)(2)
11.125% Senior Notes due 2018	$310,000,000	100%	$310,000,000	$22,103
Guarantees of 11.125% Senior Notes due 2018	N/A	N/A	N/A	N/A(3)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Previously paid.

(3) Each of the Additional Registrants will guarantee, on an unconditional basis, the obligations of SSI Investments II Limited and SSI Co-Issuer to pay the principal and interest on the 11.125% Senior Notes due 2018. No separate consideration will be received for the guarantees. Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industry  Classification Number	I.R.S. Employer Identification No.
SSI Investments III Limited	Republic of Ireland	7372	Not Applicable
SkillSoft Limited	Republic of Ireland	7372	Not Applicable
SkillSoft Ireland Limited	Republic of Ireland	7372	Not Applicable
CBT (Technology) Limited	Republic of Ireland	7372	Not Applicable
Stargazer Productions	Republic of Ireland	7372	Not Applicable
SkillSoft Canada, Ltd.	Canada	7372	Not Applicable
SkillSoft U.K. Limited	United Kingdom	7372	Not Applicable
SkillSoft Finance Limited	Cayman Islands	7372	Not Applicable
SkillSoft Corporation	Delaware	7372	02-0496115
Books24x7.com, Inc.	Massachusetts	7372	04-3237458

The address, including zip code, and telephone number, including area code, of each of the Additional Registrant’s principal executive offices is: c/o SSI Investments II Limited, 107 Northeastern Boulevard, Nashua, New Hampshire 03062, Telephone: (603) 324-3000.

The name, address, including zip code and telephone number, including area code, of agent for service for each of the Additional Registrants is:

Charles E. Moran

President and Chief Executive Officer

SkillSoft Limited

107 Northeastern Boulevard

Nashua, New Hampshire 03062

(603) 324-3000

with a copy to:

Craig E. Marcus, Esq.

Ropes & Gray LLP

One International Place

Boston, MA 02110-2624

(617) 951-7000

EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-4 (File No. 333-169857) (the “Registration Statement”) is being filed solely for the purpose of making certain changes in Part II of the Registration Statement and filing revised forms of Exhibits 5.1, 5.2, 5.3, 5.4, 5.5 and 23.1. This Amendment does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus has been omitted and this Amendment consists only of the facing page, this explanatory note and Part II of the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

The following summarizes certain arrangements by which controlling persons, directors and officers of SSI Investments II Limited, SSI Co-Issuer LLC and the Guarantors are indemnified against liability which they may incur in their capacities as such. SSI Pooling, L.P., the indirect parent company of SSI Investments II Limited, maintains directors’ and officers’ liability insurance policies covering indemnified losses of certain indemnified persons.

The following summarizes the limitations of liability and/or certain indemnification rights provided for in indemnification agreements and in the applicable statutes and constituent documents of the Registrants. These summaries are qualified in their entirety by reference to the complete text of the statutes and the constituent documents referred to below.

Indemnification Agreements

SkillSoft Corporation has entered into indemnification agreements with its directors in connection with their service as directors of SkillSoft Corporation and for serving as directors of other affiliated entities at the request of SkillSoft Corporation. The indemnification agreements under certain circumstances require SkillSoft Corporation, among other things, to indemnify such directors against certain liabilities that may arise by reason of their status or service as directors (other than liabilities arising from willful misconduct of a culpable nature) and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.

Registrants Organized Under the Laws of the Republic of Ireland

The following Registrants are private companies organized under the laws of the Republic of Ireland (collectively, the “Irish Registrants”): SSI Investments II Limited, SSI Investments III Limited, SkillSoft Limited, SkillSoft Ireland Limited, CBT (Technology) Limited and Stargazer Productions.

Every director, managing director, agent, auditor, secretary and other officer for the time being of an Irish Registrants shall be entitled to be indemnified out of the assets of such Irish Registrant against any liability incurred by him in defending any proceedings whether civil or criminal, in relation to his acts while acting in such office, in which judgment is given in his favor or in which he is acquitted or in connection with any application under Section 391 of the Companies Act of Ireland 1963 (the “Act”) in which relief is granted to him by the court.

Section 200 of the Act provides that any provision whether contained in the Irish Registrant’s constitutive documents or in any contract which has the effect of exempting or indemnifying company officers from any liability in respect of any negligence, default, breach of duty or breach of trust shall be void; however, Section 200 of the Act permits the Irish Registrant to indemnify any officer or auditor as set out in its constitutive documents against any liability incurred by him in defending proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 391 of the Act or Section 42 of the Companies (Amendment) Act, 1983 in which relief is granted to him by the court.

Registrants Incorporated or Organized Under the Laws of Delaware

SkillSoft Corporation

SkillSoft Corporation, a Guarantor of the exchange notes, is a corporation incorporated under the laws of the State of Delaware.

Section 145(a) of the Delaware General Corporation Law (the “DGCL”) authorizes a Delaware corporation to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

II-1

Section 145(b) further authorizes a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation or an amendment thereto to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for violations of the director’s fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit. These provisions will not limit the liability of directors or officers under the federal securities laws of the United States.

The amended and restated certificate of incorporation and the bylaws of SkillSoft Corporation provide that the corporation shall indemnify any of its current or former directors or officers, or any person who may have served at its request as a director or officer of another corporation, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf in connection with any action, suit or proceeding or any appeal therefrom, whether civil, criminal, administrative or investigative, to the extent permitted by law. SkillSoft Corporation shall also advance reasonable expenses to any such person to the extent incurred by him or her in defense of any civil or cirminal action, suit, proceeding or investigation or any appeal therefrom except that no such advancement of expenses shall be made if it is determined that such person did not act in good faith and in a manner such person reasonably believes to be in, or not opposed to, the best interests of the corporation or with respect to any criminal action or proceeding, such person had reasonable cause to believe his or her conduct was unlawful. SkillSoft Corporation may purchase and maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under the DGCL.

SSI Co-Issuer LLC

SSI Co-Issuer LLC, the Co-Issuer of the exchange notes, is a limited liability company organized under the laws of the State of Delaware.

Section 18-108 of the Delaware Limited Liability Company Act provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement.

Neither the certificate of formation nor the limited liability company agreement for SSI Co-Issuer LLC contain any provisions regarding the limitations of liability or the indemnification of directors or officers.

Registrant Organized Under the Laws of Massachusetts

Books24x7.com, Inc., a Guarantor of the exchange notes, is a corporation organized under the laws of the Commonwealth of Massachusetts. Section 67 of chapter 156B of the Massachusetts Business Corporation Law grants a Massachusetts corporation the power to indemnify any director, officer, employee or agent to whatever extent permitted by the corporation’s articles of organization, as amended, by-laws or a vote adopted by the holders of a majority of the shares entitled to vote thereon, unless the proposed indemnitee has been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his or her actions were

II-2

in the best interests of the corporation or, to the extent that the matter for which indemnification is sought relates to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under the statute.

Article VI(B) of Books24x7.com, Inc.’s articles of organization, as amended, and Article VII.6. of Books24x7.com, Inc.’s bylaws provide that the corporation shall, to the extent legally permissible, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pneding or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, a director or officer of the corporation, or is or was serving, or has agreed to serve, at the request of the corporation, as a director or officer of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements incurred by such person in connection with any such action, suit or proceeding; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any such action, suit or proceeding not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and provided, further, that as to any matter disposed of by a compromise payment or settlement, no indemnification shall be provided to such person with respect to such matter if it is determined that such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the corporation or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. Such indemnification shall include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he or she shall be adjudicated to be not entitled to indemnification under Article VI, which undertaking may be accepted without regard to the financial ability of such person to make repayment except that no such advancement of expenses shall be made if it is determined that such person did not act in good faith in the reasonable belief that his or her action was in the best interests of the corporation or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan.

The indemnification provided for in Article VI is a contract right inuring to the benefit of the directors, officers and others entitled to indemnification. In addition, the indemnification is expressly not exclusive of any other rights to which such director, officer or other person may be entitled by contract or otherwise under law, and inures to the benefit of the heirs, executors and administrators of such a person.

Section 13(b)(11/2) of chapter 156B of the Massachusetts Business Corporation Law provides that a corporation may, in its articles of organization, eliminate a director’s personal liability to the corporation and its stockholders for monetary damages for breaches of fiduciary duty, except in circumstances involving (i) a breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) unauthorized distributions and loans to insiders, and (iv) transactions from which the director derived an improper personal benefit. Article VI(A) of Books24x7.com, Inc.’s articles of organization, as amended, provides that no director shall be personally liable to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent that such exculpation is not permitted under the Massachusetts Business Corporation Law as in effect when such liability is determined.

Registrant Organized Under the Laws of Canada

SkillSoft Canada, Ltd., a Guarantor of the exchange notes, is a corporation organized under the laws of the Province of New Brunswick, Canada.

Section 8.05 of By-Law Number 1A of SkillSoft Canada, Ltd. provides that subject to subsections 81(2) and 81(3) of the New Brunswick Business Corporations Act, except in respect of an action by or on behalf of SkillSoft Canada, Ltd. or body corporate to procure a judgment in its favor, SkillSoft Canada, Ltd. shall indemnify each of its directors and officers, its former directors and officers, and each person who acts or acted at SkillSoft Canada, Ltd.’s request as a director or officer of a body corporate of which SkillSoft Canada, Ltd. is or was a shareholder or creditor, and his or her heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of SkillSoft Canada, Ltd. or such body corporate, provided that (a) the director or officer acted honestly and in good faith with a view to the best interests of SkillSoft Canada, Ltd. and (b) in the case of a criminal or administrative action or proceeding that is enforced by monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

II-3

Under the New Brunswick Business Corporations Act, a corporation may indemnify a present or former director or officer or a person who acts or acted at the request of the corporation as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor, and that person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that person in respect of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been the corporation’s or body corporate’s director or officer, if (a) that person acted honestly and in good faith with a view to the corporation’s best interests, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that that person’s conduct was lawful. A corporation may with court approval identify that person in connection with an action by or on behalf of the corporation or body corporate to procure a judgment in its favor, to which that person is made a party by reason of being or having been a director or an officer of the corporation or body corporate, against all costs, charges and expenses reasonably incurred by that person in connection with such action, if that person fulfilled the conditions set forth above. That person is entitled to indemnification from the corporation in respect of all costs, charges and expenses reasonably incurred by him or her in connection with the defence of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of the corporation or body corporate as a matter of right if he or she was substantially successful on the merits of his or her defence of the action or proceeding, fulfilled the conditions set forth above, and is fairly and reasonably entitled to indemnity.

Registrant Incorporated Under the Laws of the Cayman Islands

SkillSoft Finance Limited, a Guarantor of the exchange notes, is an exempted company with limited liability incorporated in the Cayman Islands. The Companies Law (2010 Revision) of the Cayman Islands does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

The articles of association of SkillSoft Finance Limited provides for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own willful neglect or default.

Registrant Incorporated Under the Laws of England and Wales

SkillSoft U.K. Limited, a Guarantor of the exchange notes, is a company incorporated in England and Wales. As such, it is subject to, where applicable, the Companies Act 1985 and/or the Companies Act 2006.

Under Section 232 of the Companies Act 2006, any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Section 232 of the Companies Act 2006 does not prevent a company from (i) purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability, (ii) providing for a qualifying third party indemnity provision, or (iii) providing for a qualifying pension scheme indemnity provision. Qualifying third party indemnity provisions and qualifying pension scheme indemnity provisions must be disclosed in directors’ reports and must be available for inspection for at least one year from the date of termination or expiration of the provision.

Section 234 of the Companies Act 2006 provides that a qualifying third party indemnity provision gives the company a means for providing indemnity against liability incurred by the director to a person other than the company or an associated company if certain requirements are met. The provision must not provide any indemnity against (i) any liability of the director to pay (a) a fine imposed in criminal proceedings, or (b) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or (ii) any liability incurred by the director (a) in defending criminal proceedings in which he is convicted, (b) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or (c) in connection with an application for relief in which the court refuses to grant him relief.

Under Section 235 of the Companies Act 2006, a qualifying pension scheme indemnity provision gives the company a means for indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company’s activities as a trustee of the scheme if certain requirements (similar to those described above for qualifying third party indemnity provisions) are met.

The Articles of Association of SkillSoft U.K. Limited provide that subject to the provisions of Section 310 of the Companies Act 1985, and in addition to the such indemnity is contained in regulation 118 of Table A , every director, secretary or other officer of

II-4

the company shall be entitled to be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the company. Regulation 118 of Table A provides that, subject to the provisions of the Companies Act 1985 but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the company shall be indemnified out of the assets of the company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the company.

In the Articles of Association of SkillSoft U.K. Limited any provision of the Companies Act 1985 is deemed to include a reference to any statutory modification or re-enactment of that provision for that time being in force, therefore references to Section 310 of the Companies Act 1985 are deemed to include references to Section 232 of the Companies Act 2006 and references to the Companies Act 1985 generally are deemed to include references to the Companies Act 2006 generally.

The Memorandum of Association of SkillSoft U.K. Limited does not contain any provisions related to indemnification.

Item 21. Exhibits and Financial Statement Schedules

EXHIBIT INDEX

Exhibit	Description
3.1*	Certificate of Incorporation of SSI Investments II Limited
3.2*	Memorandum and Articles of Association of SSI Investments II Limited
3.3*	Certificate of Formation of SSI Co-Issuer LLC
3.4*	Limited Liability Company Agreement of SSI Co-Issuer LLC
3.5*	Certificate of Incorporation of SSI Investments III Limited
3.6*	Memorandum and Articles of Association of SSI Investments III Limited
3.7*	Certificate of Incorporation of SkillSoft Limited
3.8*	Memorandum and Articles of Association of SkillSoft Limited
3.9*	Certificate of Incorporation of SkillSoft Ireland Limited
3.10*	Memorandum and Articles of Association of SkillSoft Ireland Limited
3.11*	Certificate of Incorporation of CBT (Technology) Limited
3.12*	Memorandum and Articles of Association of CBT (Technology) Limited
3.13*	Certificate of Incorporation of Stargazer Productions
3.14*	Memorandum and Articles of Association of Stargazer Productions
3.15*	Amended and Restated Certificate of Incorporation of SkillSoft Corporation
3.16*	Amended and Restated Bylaws of SkillSoft Corporation
3.17*	Articles of Organization of Books24x7.com, Inc.
3.18*	By-laws of Books24x7.com, Inc.
3.19*	Certificate and Articles of Amalgamation of SkillSoft Canada, Ltd.
3.20*	By-Law Number 1A of SkillSoft Canada, Ltd.
3.21*	Certificate of Incorporation of SkillSoft Finance Limited
3.22*	Memorandum and Articles of Association of SkillSoft Finance Limited

II-5

3.23*	Certificate of Incorporation of SkillSoft U.K. Limited
3.24*	Memorandum and Articles of Association of SkillSoft U.K. Limited
4.1*	Form of 11.125% Senior Note due 2018
4.2*	Indenture, dated as of May 26, 2010, by and among SSI Investments II Limited and SSI Co-Issuer LLC, as issuers, the guarantors named therein, as guarantors, and Wilmington Trust FSB, as trustee
4.3*	First Supplemental Indenture, dated as of June 25, 2010, by and among SSI Investments II Limited and SSI Co-Issuer LLC, as issuers, the guarantors named therein, as guarantors, and Wilmington Trust FSB, as trustee
4.4*	Registration Rights Agreement, dated as of May 26, 2010, by and among SSI Investments II Limited and SSI Co-Issuer LLC, the guarantors named therein, and Morgan Stanley & Co. Incorporated, Barclays Capital Inc., and Deutsche Bank Securities Inc., as initial purchasers, and the joinders thereto dated as of June 25, 2010
5.1**	Opinion of Ropes & Gray LLP
5.2**	Opinion of William Fry
5.3**	Opinion of Cox & Palmer
5.4**	Opinion of Maples and Calder
5.5**	Opinion of Ropes & Gray International LLP
10.1*	Amended and Restated Credit Agreement, dated as of May 26, 2010, by and among SSI Investments I Limited, as Holdings, SSI Investments II Limited, as Initial Borrower, the lenders party thereto, as lenders, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and Morgan Stanley Senior Funding, Inc. and Barclays Capital, as joint lead arrangers and joint book-runners
10.2*	Guarantee and Collateral Agreement, dated as of February 11, 2010, by and among SSILuxco II S.à r.l., as guarantor, SSI Investments I Limited, SSI Investments II Limited, SSI Investments III Limited, and the subsidiaries of SSI Investments III Limited party thereto, as guarantors and grantors, and Morgan Stanley Senior Funding, Inc., as collateral agent
10.3*	First Amendment to Guarantee and Collateral Agreement, dated as of May 26, 2010, by and between SSI Investments I Limited, SSI Investments II Limited, and SSI Investments III Limited, as grantors, and Morgan Stanley Senior Funding, Inc., as collateral agent
10.4*	Assumption Agreement, dated as of May 26, 2010, by and between Books 24x7.com, Inc., SkillSoft Corporation, SkillSoft Canada, Ltd., SkillSoft Finance Limited, SkillSoft U.K. Limited, and Morgan Stanley Senior Funding, Inc., as collateral agent
10.5*	Novation and Assumption Agreement, dated as of June 25, 2010, by and between SSI Investments II Limited, SkillSoft Limited, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
10.6*	Novation and Assumption Agreement, dated as of June 25, 2010, by and between SkillSoft Limited, SkillSoft Corporation, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
10.7*	Assumption Agreement, dated as of June 25, 2010, by and between SkillSoft Limited, SkillSoft Ireland Limited, CBT (Technology) Limited, Stargazer Productions, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
10.8*	Form of Indemnification Agreement
12.1*	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1*	List of Subsidiaries
23.1**	Consent of Ernst & Young LLP
23.2**	Consent of Ropes & Gray LLP (see Exhibit 5.1)
23.3**	Consent of William Fry (see Exhibit 5.2)
23.4**	Consent of Cox & Palmer (see Exhibit 5.3)
23.5**	Consent of Maples and Calder (see Exhibit 5.4)
23.6**	Consent of Ropes & Gray International LLP (see Exhibit 5.5)
24.1*	Powers of Attorney (see signature pages of the Registration Statement).
25.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to the indenture governing the notes

II-6

99.1*	Form of Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery
99.3*	Form of Letter to Brokers
99.4*	Form of Letter to Clients

* Previously filed.

** Filed herewith.

II-7

Item 22. Undertakings

(a) Each of the undersigned registrants hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amend) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

(4) That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(5) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) Each of the undersigned registrants hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b) 11 or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(c) Each of the undersigned registrants hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SSI INVESTMENTS II LIMITED
By:	/S/ CHARLES E. MORAN
Name:	Charles E. Moran
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer	November 10, 2010
Charles E. Moran	(Principal Executive Officer)
*	Chief Financial Officer and Secretary	November 10, 2010
Thomas J. McDonald	(Principal Financial Officer)
/S/ ANTHONY P. AMATO	Chief Accounting Officer	November 10, 2010
Anthony P. Amato	(Principal Accounting Officer)
*	Director	November 10, 2010
Michael C. Ascione
*	Director	November 10, 2010
John Maldonado

II-9

*	Director	November 10, 2010
David W. Humphrey
*	Director	November 10, 2010
Imelda Shine
*	Director	November 10, 2010
Mark Commins
*	Director	November 10, 2010
Ferdinand von Prondzynski

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/    ANTHONY P. AMATO        

Anthony P. Amato

Attorney-in-fact

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SSI CO-ISSUER LLC
By:	/S/ CHARLES E. MORAN
Name:	Charles E. Moran
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer	November 10, 2010
Charles E. Moran	(Principal Executive Officer)
*	Chief Financial Officer and Assistant Secretary	November 10, 2010
Thomas J. McDonald	(Principal Financial Officer)
/S/    ANTHONY P. AMATO	Chief Accounting Officer	November 10, 2010
Anthony P. Amato	(Principal Accounting Officer)
*	Manager	November 10, 2010
Michael C. Ascione

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/    ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SSI INVESTMENTS III LIMITED
By:	/S/ CHARLES E. MORAN
Name:	Charles E. Moran
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	President and Chief Executive Officer	November 10, 2010
Charles E. Moran	(Principal Executive Officer)
*	Chief Financial Officer and Secretary	November 10, 2010
Thomas J. McDonald	(Principal Financial Officer)
/S/ ANTHONY P. AMATO	Chief Accounting Officer	November 10, 2010
Anthony P. Amato	(Principal Accounting Officer)
*	Director	November 10, 2010
Michael C. Ascione
*	Director	November 10, 2010
John Maldonado

II-12

*	Director	November 10, 2010
David W. Humphrey
*	Director	November 10, 2010
Imelda Shine
*	Director	November 10, 2010
Mark Commins
*	Director	November 10, 2010
Ferdinand von Prondzynski

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/     ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SKILLSOFT LIMITED
By:	/S/ CHARLES E. MORAN
Name:	Charles E. Moran
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Charles E. Moran	President and Chief Executive Officer (Principal Executive Officer)	November 10, 2010
* Thomas J. McDonald	Chief Financial Officer and Secretary (Principal Financial Officer)	November 10, 2010
/S/ ANTHONY P. AMATO     Anthony P. Amato	Chief Accounting Officer (Principal Accounting Officer)	November 10, 2010
* Michael C. Ascione	Director	November 10, 2010
* John Maldonado	Director	November 10, 2010

II-14

*	Director	November 10, 2010
David Humphrey
*	Director	November 10, 2010
Imelda Shine
*	Director	November 10, 2010
Mark Commins
*	Director	November 10, 2010
Ferdinand von Prondzynski

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/     ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SKILLSOFT CORPORATION
By:	/S/ CHARLES E. MORAN
Name:	Charles E. Moran
Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Charles E. Moran	President and Chief Executive Officer, Director (Principal Executive Officer)	November 10, 2010
* Thomas J. McDonald	Chief Financial Officer and Secretary (Principal Financial Officer)	November 10, 2010
/S/ ANTHONY P. AMATO     Anthony P. Amato	Chief Accounting Officer (Principal Accounting Officer)	November 10, 2010
* Michael C. Ascione	Director	November 10, 2010
* John Maldonado	Director	November 10, 2010

II-16

*	Director	November 10, 2010
David W. Humphrey
*	Director	November 10, 2010
Ferdinand von Prondzynski

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/     ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SKILLSOFT IRELAND LIMITED
By:	/S/ ANTHONY P. AMATO
Name:	Anthony P. Amato
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/ ANTHONY P. AMATO     Anthony P. Amato	Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	November 10, 2010
* Imelda Shine	Director	November 10, 2010
* Ferdinand von Prondzynski	Director	November 10, 2010

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/ ANTHONY P. AMATO    

Anthony P. Amato

Attorney-in-fact

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SKILLSOFT CANADA, LTD.
By:	/S/ THOMAS J. MCDONALD
Name:	Thomas J. McDonald
Title:	President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas J. McDonald	President and Director (Principal Executive Officer and Principal Financial Officer)	November 10, 2010
/S/    ANTHONY P. AMATO Anthony P. Amato	Secretary, Treasurer and Director (Principal Accounting Officer)	November 10, 2010
*The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.
/S/    ANTHONY P. AMATO Anthony P. Amato Attorney-in-fact

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SKILLSOFT FINANCE LIMITED
By:	/S/ THOMAS J. MCDONALD
Name:	Thomas J. McDonald
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Thomas J. McDonald	Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial Officer)	November 10, 2010
/S/    ANTHONY P. AMATO Anthony P. Amato	Chief Accounting Officer and Director (Principal Accounting Officer)	November 10, 2010
*	Director	November 10, 2010
Scott F. Elphinstone
*	Director	November 10, 2010
William J. Messer

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/    ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

SKILLSOFT U.K. LIMITED
By:	/S/    ANTHONY P. AMATO
Name:	Anthony P. Amato
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    ANTHONY P. AMATO Anthony P. Amato	Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	November 10, 2010
* Kevin Young	Director	November 10, 2010

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/    ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

CBT (Technology) Limited
By:	/S/    ANTHONY P. AMATO
Name:	Anthony P. Amato
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    ANTHONY P. AMATO Anthony P. Amato	Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	November 10, 2010
* Imelda Shine	Director	November 10, 2010
* Ferdinand von Prondzynski	Director	November 10, 2010

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/ ANTHONY P. AMATO    

Anthony P. Amato

Attorney-in-fact

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

STARGAZER PRODUCTIONS
By:	/S/ MARK MURRAY
Name:	Mark Murray
Title:	Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Mark Murray	Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	November 10, 2010
* Imelda Shine	Director	November 10, 2010
* Ferdinand von Prondzynski	Director	November 10, 2010

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/ ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashua, State of New Hampshire, on this 10th day of November, 2010.

BOOKS24X7.COM, INC.
By:	/S/ JERALD A. NINE
Name:	Jerald A. Nine
Title:	President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
* Jerald A. Nine	President and Secretary (Principal Executive Officer)	November 10, 2010
* Thomas J. McDonald	Treasurer (Principal Financial Officer)	November 10, 2010
/S/    ANTHONY P. AMATO Anthony P. Amato	Vice President (Principal Accounting Officer)	November 10, 2010
* Charles E. Moran	Director	November 10, 2010

* The undersigned, by signing his name hereto, signs and executes this Amendment No. 1 to the Registration Statement pursuant to the Powers of Attorney executed by the above-named persons and previously filed with the Securities and Exchange Commission.

/S/    ANTHONY P. AMATO

Anthony P. Amato

Attorney-in-fact

II-24

EXHIBIT INDEX

Exhibit	Description
3.1*	Certificate of Incorporation of SSI Investments II Limited
3.2*	Memorandum and Articles of Association of SSI Investments II Limited
3.3*	Certificate of Formation of SSI Co-Issuer LLC
3.4*	Limited Liability Company Agreement of SSI Co-Issuer LLC
3.5*	Certificate of Incorporation of SSI Investments III Limited
3.6*	Memorandum and Articles of Association of SSI Investments III Limited
3.7*	Certificate of Incorporation of SkillSoft Limited
3.8*	Memorandum and Articles of Association of SkillSoft Limited
3.9*	Certificate of Incorporation of SkillSoft Ireland Limited
3.10*	Memorandum and Articles of Association of SkillSoft Ireland Limited
3.11*	Certificate of Incorporation of CBT (Technology) Limited
3.12*	Memorandum and Articles of Association of CBT (Technology) Limited
3.13*	Certificate of Incorporation of Stargazer Productions
3.14*	Memorandum and Articles of Association of Stargazer Productions
3.15*	Amended and Restated Certificate of Incorporation of SkillSoft Corporation
3.16*	Amended and Restated Bylaws of SkillSoft Corporation
3.17*	Articles of Organization of Books24x7.com, Inc.
3.18*	By-laws of Books24x7.com, Inc.
3.19*	Certificate and Articles of Amalgamation of SkillSoft Canada, Ltd.
3.20*	By-Law Number 1A of SkillSoft Canada, Ltd.
3.21*	Certificate of Incorporation of SkillSoft Finance Limited
3.22*	Memorandum and Articles of Association of SkillSoft Finance Limited
3.23*	Certificate of Incorporation of SkillSoft U.K. Limited
3.24*	Memorandum and Articles of Association of SkillSoft U.K. Limited
4.1*	Form of 11.125% Senior Note due 2018
4.2*	Indenture, dated as of May 26, 2010, by and among SSI Investments II Limited and SSI Co-Issuer LLC, as issuers, the guarantors named therein, as guarantors, and Wilmington Trust FSB, as trustee
4.3*	First Supplemental Indenture, dated as of June 25, 2010, by and among SSI Investments II Limited and SSI Co-Issuer LLC, as issuers, the guarantors named therein, as guarantors, and Wilmington Trust FSB, as trustee
4.4*	Registration Rights Agreement, dated as of May 26, 2010, by and among SSI Investments II Limited and SSI Co-Issuer LLC, the guarantors named therein, and Morgan Stanley & Co. Incorporated, Barclays Capital Inc., and Deutsche Bank Securities Inc., as initial purchasers, and the joinders thereto dated as of June 25, 2010
5.1**	Opinion of Ropes & Gray LLP
5.2**	Opinion of William Fry
5.3**	Opinion of Cox & Palmer
5.4**	Opinion of Maples and Calder
5.5**	Opinion of Ropes & Gray International LLP
10.1*	Amended and Restated Credit Agreement, dated as of May 26, 2010, by and among SSI Investments I Limited, as Holdings, SSI Investments II Limited, as Initial Borrower, the lenders party thereto, as lenders, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent, and Morgan Stanley Senior Funding, Inc. and Barclays Capital, as joint lead arrangers and joint book-runners

10.2*	Guarantee and Collateral Agreement, dated as of February 11, 2010, by and among SSILuxco II S.à r.l., as guarantor, SSI Investments I Limited, SSI Investments II Limited, SSI Investments III Limited, and the subsidiaries of SSI Investments III Limited party thereto, as guarantors and grantors, and Morgan Stanley Senior Funding, Inc., as collateral agent
10.3*	First Amendment to Guarantee and Collateral Agreement, dated as of May 26, 2010, by and between SSI Investments I Limited, SSI Investments II Limited, and SSI Investments III Limited, as grantors, and Morgan Stanley Senior Funding, Inc., as collateral agent
10.4*	Assumption Agreement, dated as of May 26, 2010, by and between Books 24x7.com, Inc., SkillSoft Corporation, SkillSoft Canada, Ltd., SkillSoft Finance Limited, SkillSoft U.K. Limited, and Morgan Stanley Senior Funding, Inc., as collateral agent
10.5*	Novation and Assumption Agreement, dated as of June 25, 2010, by and between SSI Investments II Limited, SkillSoft Limited, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
10.6*	Novation and Assumption Agreement, dated as of June 25, 2010, by and between SkillSoft Limited, SkillSoft Corporation, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
10.7*	Assumption Agreement, dated as of June 25, 2010, by and between SkillSoft Limited, SkillSoft Ireland Limited, CBT (Technology) Limited, Stargazer Productions, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent
10.8*	Form of Indemnification Agreement
12.1*	Statement of Computation of Ratio of Earnings to Fixed Charges
21.1*	List of Subsidiaries
23.1**	Consent of Ernst & Young LLP
23.2**	Consent of Ropes & Gray LLP (see Exhibit 5.1)
23.3**	Consent of William Fry (see Exhibit 5.2)
23.4**	Consent of Cox & Palmer (see Exhibit 5.3)
23.5**	Consent of Maples and Calder (see Exhibit 5.4)
23.6**	Consent of Ropes & Gray International LLP (see Exhibit 5.5)
24.1*	Powers of Attorney (see signature pages of the Registration Statement).
25.1*	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, with respect to the indenture governing the notes
99.1*	Form of Letter of Transmittal
99.2*	Form of Notice of Guaranteed Delivery
99.3*	Form of Letter to Brokers
99.4*	Form of Letter to Clients

* Previously filed.

** Filed herewith.

EX-5.1

Exhibit 5.1

November 10, 2010

SSI Investments II Limited

SSI Co-Issuer LLC

107 Northeastern Boulevard

Nashua, New Hampshire 03062

Re: $310,000,000 aggregate principal amount of 11.125% Senior Notes due 2018 of SSI Investments II Limited and SSI Co-Issuer LLC

Ladies and Gentlemen:

We have acted as counsel to SSI Investments II Limited, a company organized under the laws of the Republic of Ireland (the “Issuer”), SSI Co-Issuer LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and together with the Issuer collectively, the “Issuers”), SkillSoft Corporation, a Delaware corporation (the “Delaware Guarantor”), Books24x7.com, Inc., a Massachusetts corporation (the “Massachusetts Guarantor”), and the other guarantors listed on Exhibit I hereto (such listed guarantors, the “Other Guarantors” and, together with the Delaware Guarantor and the Massachusetts Guarantor, collectively, the “Guarantors”) in connection with: (i) the proposed issuance by the Issuers in the exchange offer (the “Exchange Offer”) of up to $310,000,000 aggregate principal amount of their 11.125% Senior Notes due 2018 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuers’ outstanding 11.125% Senior Notes due 2018 (the “Outstanding Notes”), which have not been, and will not be, so registered; (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by each of the Guarantors; and (iii) the preparation of the registration statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of May 26, 2010, by and among the Issuers, the Guarantors named therein and Wilmington Trust FSB, as trustee, (as amended and supplemented, the “Indenture”). The terms of the Exchange Guarantees are contained in the Indenture. This opinion is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact relevant to our opinion, we have relied, without making independent verification, on information obtained from the Issuers or the Guarantors and certificates of public officials and officers of the Issuers and the Guarantors.

We express no opinion as to the laws of any jurisdiction other than those of The Commonwealth of Massachusetts, the State of New York, the corporate laws of the State of Delaware, the limited liability company laws of the State of Delaware and the federal laws of the United States of America. Authorization of the Exchange Notes by the Issuer and authorization of the Exchange Guarantees by the Guarantors organized under the laws of the Republic of Ireland is being opined upon for the Issuers and the Guarantors by William Fry Solicitors. Authorization of the Exchange Guarantee

SSI Investments II Limited SSI Co-Issuer LLC November 10, 2010

by the Guarantor organized under the laws of Canada is being opined upon for the Issuers and the Guarantors by Cox & Palmer. Authorization of the Exchange Guarantee by the Guarantor organized under the laws of the Cayman Islands is being opined upon for the Issuers and the Guarantors by Maples and Calder. We have assumed for purposes of our opinions expressed herein that: (i) the Exchange Notes have been duly authorized by all requisite corporate action of the Issuer; and (ii) the Exchange Guarantees have been duly authorized by all requisite corporate or other action of each of the Guarantors other than the Delaware Guarantor and the Massachusetts Guarantor.

Based upon the foregoing and subject to the additional qualifications set forth below, we are of the opinion that:

1. When executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of a like aggregate principal amount of Outstanding Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.

2. The Exchange Notes have been duly authorized by all requisite limited liability company action of the Co-Issuer and, when executed and authenticated in accordance with the terms of the Indenture and delivered against receipt of a like aggregate principal amount of Outstanding Notes surrendered in exchange therefor upon completion of the Exchange Offer, the Exchange Notes will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Co-Issuer, enforceable against the Co-Issuer in accordance with their terms.

3. The Exchange Guarantee by the Delaware Guarantor has been duly authorized by all requisite corporate action of the Delaware Guarantor.

4. The Exchange Guarantee by the Massachusetts Guarantor has been duly authorized by all requisite corporate action of the Massachusetts Guarantor.

5. Upon the due issuance, execution and authentication of the Exchange Notes in accordance with the terms of the Indenture and the Exchange Offer, such Exchange Notes shall be entitled to the benefits of the Exchange Guarantees by the Guarantors, which will (subject to the qualifications in the penultimate paragraph set forth below) constitute legal, valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

Our opinion that the Exchange Notes and Exchange Guarantees constitute legal, valid and binding obligations of the Issuers and the Guarantors, respectively, enforceable against the Issuers and the Guarantors, respectively, in accordance with their respective terms, is subject to, and we express no opinion with respect to: (i) bankruptcy, insolvency, reorganization, receivership, liquidation, moratorium, fraudulent conveyance and other similar laws relating to or affecting the rights or remedies of creditors or secured parties generally; or (ii) general principles of equity (regardless of whether considered in a proceeding in equity or at law).

SSI Investments II Limited SSI Co-Issuer LLC November 10, 2010

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus included therein. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Ropes & Gray LLP

ROPES & GRAY LLP

Exhibit I

Other Guarantors

Name of Other Guarantor	Jurisdiction of Organization
SSI Investments III Limited	Republic of Ireland
SkillSoft Limited	Republic of Ireland
SkillSoft Ireland Limited	Republic of Ireland
CBT (Technology) Limited	Republic of Ireland
Stargazer Productions	Republic of Ireland
SkillSoft Canada, Ltd.	Canada
SkillSoft Finance Limited	Cayman Islands
SkillSoft U.K. Limited	England and Wales

EX-5.2

Exhibit 5.2

[Notepaper of William Fry]

Our Ref 020533.0010.MAT 10 November 2010            

SSI Investments II Limited

Block 3

Harcourt Centre

Harcourt Road

Dublin 2

Ireland

- and -

SSI Co-Issuer LLC

107 Northeastern Boulevard

Nashua

New Hampshire 03062

United States

Registration under the United States Securities Act 1933 as amended of the US$310,000,000

11.125% senior notes due 2018 of SSI Investments II Limited (the “Issuer”) and

SSI Co-Issuer LLC (the “Co-Issuer and, together with the Issuer, the “Issuers”)

(the “Outstanding Notes”) in exchange for US$310,000,000 11.125% senior notes due 2018 of SSI

Investments II Limited and SSI Co-Issuer LLC (the “Exchange Notes”)

Dear Sirs,

1. Capacity and Basis

1.1 We have acted as Irish Solicitors to the Issuer and to the companies listed in the Schedule hereto (together the “Guarantor Companies” and individually a “Guarantor Company” and, together with the Issuer, the “Companies”) in connection with the filing by the Issuer and the Guarantor Companies of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission under the United States Securities Act 1933, as amended (the “Securities Act”).

1.2 This Opinion is based on the assumptions and subject to the reservations and qualifications set out below. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement under the Securities Act and to the use of our name in the prospectus contained therein under the caption “Legal Matters”. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

2. Documents

For the purpose of issuing this Opinion Letter we have reviewed and relied upon each of the following documents (each a “Document” and collectively, the “Documents”):

2.1 A certificate from a Director of each Company dated 10 November 2010 as to certain matters to be relied on by us (together the “Companies Certificates” and individually a “Company Certificate”) copies of which are annexed hereto marked as “Annex A”.

2.2 A copy of the Issuers’ and Guarantor Companies’ registration statement on Form S-4 relating to the Exchange Notes a copy of which is annexed hereto marked as “Annex B”.

2.3 A copy of an offering memorandum dated 21 May 2010 prepared by the Issuers and the Guarantor Companies in connection with the Outstanding Notes, a copy of which is annexed hereto as “Annex C”.

2.4 A copy of the executed Indenture dated 26 May 2010 between (1) the Issuer, (2) the Co-Issuer (3) each of the guarantors party thereto and (4) Wilmington Trust FSB (the “Trustee”) (the “Indenture”), a copy of which is annexed hereto as “Annex D”.

2.5 A copy of the executed First Supplemental Indenture dated 25 June 2010 between (1) the Issuer, (2) the Co-Issuer, (3) each of the Guarantor Companies and (4) the Trustee, a copy of which is annexed hereto as “Annex E”.

2.6 A copy of the executed Regulation S Temporary Global Note and the Restricted Global Note, copies of which are annexed hereto as “Annex F1” and “Annex F2” respectively.

2.7 A copy of the executed Purchase Agreement dated 21 May 2010 between (1) the Issuer, (2) the Co-Issuer, (3) Morgan Stanley & Co. Incorporated, (4) Barclays Capital Inc. and (5) Deutsche Bank Securities Inc., a copy of which is annexed hereto marked “Annex G”.

2.8 A copy of the executed Registration Rights Agreement dated 26 May 2010 between (1) the Issuer, (2) the Co-Issuer, (3) the guarantors named therein, (3) Morgan Stanley & Co. Incorporated, (4) Barclays Capital Inc. and (5) Deutsche Bank Securities Inc., a copy of which is annexed hereto marked “Annex H”.

2.9 A copy of the executed Purchase Agreement Joinder as of 25 June 2010 executed by each of the Guarantor Companies a copy of which is annexed hereto marked “Annex I”.

2.10 A copy of the Joinder Agreement to Registration Rights Agreement dated 26 June 2010 executed by each of the Guarantor Companies, a copy of which is annexed hereto marked “Annex J”.

2.11 The report of searches made against each Company by Brady & Co. independent law searchers, on our behalf on 10 November 2010 in the Irish Companies Registration Office in Dublin and the Central Office of the High Court, Dublin for winding-up petitions and judgments registered against the companies (together the “Searches”) a copy of which is amended hereto marked (“Annex K”).

2.12 A copy of the Certificate of Incorporation of each of the Companies (together the “Certificates”) and the Memorandum and Articles of Association of each of the Companies, which are attached to the respective Companies Certificates as Appendix I thereto.

2.13 A copy of the resolutions passed at:

2.13.1 meetings of the board of directors of the Issuer held on 19 May 2010 and 7 October 2010;

2.13.2 a meeting of the board of directors of SSI Investments III Limited (“SSI III”) held on 19 May 2010;

2.13.3 a meeting of the board of directors of Skillsoft Limited held on 25 June 2010;

2.13.4 a meeting of the board of directors of Skillsoft Ireland Limited held on 25 June 2010;

2.13.5 a meeting of the board of directors of CBT (Technology) Limited held on 25 June 2010; and

2.13.6 a meeting of the board of directors of Stargazer Productions held on 25 June 2010.

2.14 The documents referred to in Clauses 2.2 to 2.5 (inclusive) and Clauses 2.7 to 2.10 (inclusive) are hereinafter referred to as the “Transaction Documents” and individually as a “Transaction Document”.

3. Opinions

Based on our review of the Documents and upon the assumptions listed at Clause 4, and subject to all applicable bankruptcy, insolvency, liquidation, examinership, re-organisation, moratorium and other laws relating to the enforcement of creditors’ rights generally and to the reservations and qualifications set out in Clauses 5 and 6, we express the following opinions:

3.1 The Issuer is a private limited company duly incorporated and validly existing as a legal entity under the laws of Ireland and has the corporate power and authority to conduct its business within the limits of its objects clause as set forth in its memorandum and articles of association.

3.2 Each of the Guarantor Companies is a private company duly incorporated and validly existing as a legal entity under the laws of Ireland and each has the corporate power and authority to conduct its business within the limits of its objects clause as set forth in its memorandum and articles of association.

3.3 The Issuer has the corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. The Issuer has taken all requisite corporate action to authorise the signature or execution and the delivery of the Transaction Documents to which it is a party and the performance by it of its obligations thereunder. The Issuer has duly executed and delivered the Transaction Documents to which it is a party.

3.4 Each Guarantor Company has the corporate power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. Each Guarantor Company has taken all requisite corporate action to authorise the signature or execution and the delivery of the Transaction Documents to which it is a party and the performance by it of its obligations thereunder. Each Guarantor Company has duly executed and delivered the Transaction Documents to which it is a party.

4. Assumptions

For the purpose of issuing this Opinion Letter we have made the following assumptions, without independent verification:

4.1 That the copies of each Document referred to herein as being reviewed by us are true, complete and accurate copies of the originals thereof as in effect on the date hereof without any amendment or modification thereto.

4.2 The authenticity of all signatures and/or corporate seals on, and the capacity of all individuals who signed, any of the Documents.

4.3 That the Companies Certificates fully and accurately state the position as to the matters of fact or opinion referred to therein and that the position as stated therein in relation to any factual matter or opinion pertains as of the date hereof.

4.4 That the copies produced to us of minutes of the meetings of the boards of directors of each of the Companies (together the “Boards” and individually a “Board”) are true copies and correctly record the proceedings at such meetings and the resolutions approved thereat; that such meetings were quorate and duly convened and held, that those present at such meetings acted bona fide in the interests of the Company throughout, that the provisions contained in the Companies Acts 1963 to 2005 and Parts 2 and 3 of the Investment Funds, Companies and Miscellaneous Provisions Act 2006 and the Companies (Amendment) Act 2009 and the Companies (Miscellaneous Provisions) Act 2009 (all of which provisions are referred to collectively in this Opinion Letter as the “Companies Acts”), including all acts of the Oireachtas and statutory instruments which are to be read as one with, or construed or read together as one with, the Companies Acts and every statutory modification or re-enactment thereof for the time being in force (or, where the context so admits or requires, any one or more of such Acts) and/or the Articles of Association of the Companies relating to the declaration of the interests of the Directors and the powers of interested Directors to vote were duly observed, that all resolutions set out in such copy were duly passed and that no further resolutions of the Boards or any committee thereof have been passed, or corporate or other action taken, which would or might alter the effectiveness thereof.

4.5 That the copy produced to us of the written resolutions of the shareholder(s) of each of the Guarantor Companies (other than SSI III) is a true copy and correctly records the resolution approved by the shareholder(s) of the Guarantor Companies (other than SSI III), that such written resolutions were duly signed by or on behalf of all the shareholders of the Company and that no further resolutions of the shareholders of any of the Guarantor Companies, the Boards or any committee thereof have been passed, or corporate or other action taken, which would or might alter the effectiveness thereof.

4.6 That it is in the interests of (and will commercially benefit) the Companies to enter into the Agreements.

4.7 That none of the Companies are or were, at the date of execution or signature, or the effective date of, any of the Documents, and will not, as a result of the transactions contemplated by the Documents, become insolvent or unable to pay its debts, or be deemed to be so under any applicable statutory provision, regulation or law.

4.8 That, in so far as the laws of any other jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the rights or obligations expressed in the Transaction Documents or the transactions contemplated by the Transaction Documents and that there is no provision of the laws of any jurisdiction (other than Ireland) that would have a bearing on any of the matters opined upon herein and, to the extent that any of the Companies requires any authorisation, consent or approval from any public, administrative or governmental body in any jurisdiction outside of Ireland in relation to all or any of such matters, that it has obtained each such authorisation, consent or approval and has complied, and will continue to comply, with any conditions attaching thereto.

4.9 That the obligations expressed to be assumed by all the parties, other than the Companies, pursuant to each Document have been validly assumed and are legal,

valid, binding and enforceable obligations of each of them under all applicable laws and that each Document has been duly authorised, executed and delivered by the parties thereto other than the Companies.

4.10 That there are no agreements or arrangements in existence or contemplated between the parties (or any of them) to the Documents which in any way amend, add to or vary the terms or conditions of the Documents or the respective rights and interests of the parties thereto.

4.11 That there are no contractual or similar restrictions or other arrangements binding on any of the Companies which could affect the conclusions in this Opinion Letter.

4.12 That none of the Companies were induced by fraud, misrepresentation or by any similar circumstance to enter into the Documents or any of them.

4.13 That no transaction or transactions, involving a direct or indirect transfer or issuance of shares, has or have taken place which should have been notified to the Irish Financial Services Regulatory Authority (or any predecessor regulator) under applicable legislation, and which was or were not so notified.

4.14 That, in accordance with Section 60 (2) (b) of the Companies Act 1963 (as amended), each Guarantor Company (other than SSI III):

4.14.1 has appended to the written resolution passed in accordance with section 141 (8) Companies Act 1963 to approve the giving of such financial assistance, a copy of a statutory declaration which complies with subsections (3) and (4) of Section 60 Companies Act 1963; and

4.14.2 also has delivered within 21 days after the date on which the financial assistance was given, a copy of the said statutory declaration to the registrar of companies for registration;

4.15 For the purposes of Part III of the Companies Act 1990 that each of the Guarantor Companies are subsidiaries of the Issuer within the meaning of Section 155 of the Companies Act 1963.

5. Reservations and Qualifications

This Opinion Letter is given subject to the following reservations and qualifications:

5.1 The opinions in this Opinion Letter are given solely on the basis of a review of the Documents and the applicable law with regard to the matters specified herein. The opinions are given only in respect of the laws of Ireland in effect as of the date of this Opinion Letter and as to the facts and circumstances as stated herein in existence at such date and this Opinion Letter is not to be taken as expressing any opinion with regard to any matter governed by the laws of any jurisdiction other than Ireland.

5.2 For the purpose of the opinions given in Clauses 3(a) and 3(b) that the Companies are duly incorporated and validly existing under the laws of Ireland, we have relied solely upon the Searches which did not disclose that any steps have been taken to appoint a receiver to, any of them or examiner of, any of the Irish Companies or over any of its assets or to liquidate it or wind any of them up or in any other manner to terminate their legal existence. It should be noted that the records held by the Companies Registration Office and/or the High Court may not necessarily be up to date or relevant filings may not have been made and, as a consequence, this may affect the results or accuracy of any searches in those offices.

5.3 The terms “binding” and/or “enforceable” as used in this Opinion Letter (whether separately or in conjunction with one another) mean that the obligations are of a

type which the Irish courts generally enforce. It does not mean that those obligations will necessarily be enforced in all circumstances in accordance with their terms or that any particular remedy will be available. In particular (without limitation):

5.3.1 enforcement may be limited by laws from time to time relating to bankruptcy, insolvency, liquidation, receivership, re-organisation, moratoria, court schemes, court protection, (including, without limitation, the provisions of the Companies Acts relating to the appointment of an examiner), preferential creditors, fraudulent preference, limitation of action and laws of general application relating to or affecting the rights of creditors;

5.3.2 claims may be or become the subject of set-off or counterclaim;

5.3.3 enforcement may be limited by the doctrines of good faith and fair dealings and by general principles of equity—for example specific performance, injunctive relief and other equitable remedies are discretionary and may not be available where damages are considered by the court to be an adequate remedy;

5.3.4 provisions (including provisions for default interest) imposing additional obligations in the event of breach or default or late payment may be unenforceable to the extent that they are adjudicated to be a penalty;

5.3.5 where obligations are to be performed in a jurisdiction outside Ireland, they may not be enforceable in Ireland to the extent that performance would be illegal under the laws of that other jurisdiction;

5.3.6 claims may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes;

5.3.7 enforcement may also be limited as a result of (A) the provisions of Irish law applicable to contracts held to have become frustrated by events happening after their execution or signature, or (B) any breach of the terms of an agreement by the party seeking to enforce the same;

5.3.8 any calculation, determination, certificate, acknowledgement or opinion, and the exercise of any discretion, under or in relation to any of the Agreements may be the subject of judicial enquiry and review (including enquiry into the manner in which any of the foregoing was arrived at and the grounds on which it is based), and accordingly may not be final, conclusive, binding or enforceable, notwithstanding any provision in any Agreement to that effect; and

5.3.9 a waiver of any defences to any proceedings may not be enforceable.

5.4 Any judgment of the Irish courts for monies due under any of the Transaction Documents may be expressed in a currency other than euro but the order may issue out of the Central Office of the Irish High Court expressed in euro by reference to the official rate of exchange prevailing on the date of issue. In addition, in a winding-up in Ireland of an Irish-incorporated company, all foreign currency claims must be converted into euro for the purposes of proof. The rate of exchange to be used to convert foreign currency debts into euro for the purpose of proof in a winding-up is the spot rate (in the case of a compulsory winding-up) on the date of the winding-up order and (in the case of a voluntary winding-up) on the date of the relevant winding-up resolution.

5.5 Any term of an agreement may be amended orally by the parties notwithstanding any provision to the contrary in such agreement, and documents may be impliedly amended by later agreements or a course of dealing between the parties thereto, notwithstanding any provision to the contrary therein contained.

5.6 Any provision in any of the Agreements providing for severance of provisions in the event of illegality, invalidity or unenforceability may not be effective, depending on the nature of the illegality, invalidity or unenforceability in question.

5.7 An Irish Court may refuse to give effect to any provision of an agreement which amounts to an indemnity in respect of the costs of unsuccessful litigation brought before an Irish court or where the court has itself made an order for costs.

5.8 Section 131 of the Stamp Duties Consolidation Act 1999 renders void every contract, arrangement or undertaking for assuming the liability on account of “absence or insufficiency of stamp” upon an instrument or indemnifying a person against such liability, absence or insufficiency.

5.9 The effectiveness of any provision in any of the Documents purporting to exculpate a party from a liability, obligation or duty otherwise owed is limited by Irish law.

5.10 An Irish court has power to stay an action if concurrent proceedings are being brought elsewhere.

5.11 The Transaction Documents may not be valid or enforceable under Irish law to the extent that any obligation thereunder is unenforceable on account of illegality, misrepresentation or fraud or is overridden by considerations of public policy.

5.12 There is an error in the shareholder resolutions referred to in the minutes of the meetings of the board of directors of SkillSoft Ireland Limited, CBT (Technology) Limited and Stargazer Productions held on 25 June 2010 in that it is apparent from the transactions described in the Transaction Documents that such resolutions should have included the words “in connection with the acquisition of and/or subscription for shares in SkillSoft Limited” rather than the words “in connection with the acquisition of shares in the Company” which were actually used.

5.13 There is an error in the statutory declaration referred to in the minutes of the meeting of the board of directors of SkillSoft Limited held on 25 June 2010 in that it is apparent from the transactions described in the Transaction Documents that such statutory declaration should have included, at paragraph 4 thereof, the words “in connection with the acquisition of and/or subscription for shares in the Company and/or its holding companies” rather than the words “in connection with a subscription for shares in the Company and its holding companies” which were actually used.

5.14 There is an error in the statutory declarations referred to in the minutes of the meetings of the board of directors of SkillSoft Ireland Limited, CBT (Technology) Limited and Stargazer Productions held on 25 June 2010 in that it is apparent from the transactions described in the Transaction Documents that such statutory declarations should have included, at paragraph 4 thereof, the words “in connection with the acquisition of and/or subscription for shares in SkillSoft Limited and/or its holding companies” rather than the words “in connection with a subscription for shares in the Company and its holding companies” which were actually used.

5.15 We give no opinion as to the adequacy of the inquiry into the affairs of the Guarantor Companies (other than SSI III) which the directors swearing the statutory declaration in respect of the relevant Guarantor Company referred to in Clause 4.14 may have made for the purposes of swearing the said statutory declaration or as to the existence or otherwise of reasonable grounds for the opinion formed by any such director that the relevant Guarantor Company, having carried out the transaction whereby the assistance was to be given, would be able to pay its debts in full as they became due.

6. General

Save where otherwise specified, a reference in this Opinion Letter to a Clause, is to a Clause of this Opinion Letter.

This Opinion Letter speaks only as of the date hereof and we disclaim any obligation to advise you or anyone else of changes of law or fact that occur after the date hereof. This Opinion Letter is given on the basis that it will be construed in accordance with, and governed in all respects by, the laws of Ireland which shall apply between us and all persons interested.

Yours faithfully,	Yours faithfully,
/s/ Ken Casey	/s/ Alvin Price
WILLIAM FRY	WILLIAM FRY
Solicitors	Solicitors

SCHEDULE

SSI Investments III Limited

SkillSoft Limited

SkillSoft Ireland Limited

CBT (Technology) Limited

Stargazer Productions

EX-5.3

Exhibit 5.3

[LETTERHEAD OF COX & PALMER]

November 10, 2010

SSI Investments II Limited

SSI Co-Issuer LLC

107 Northeastern Boulevard

Nashua, New Hampshire 03062

Ladies and Gentlemen:

We have acted as New Brunswick counsel to SkillSoft Canada, Ltd., a corporation organized under the laws of the Province of New Brunswick (the “Corporation”), in connection with the filing by the Corporation of a registration statement on Form S-4 (the “Registration Statement”) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement includes a prospectus (the “Prospectus”) which provides for the issuance by SSI Investments II Limited, a company organized under the laws of the Republic of Ireland (the “Issuer”), and SSI Co-Issuer LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Issuers”), in an exchange offer (the “Exchange Offer”) of $310,000,000 aggregate principal amount of 11.125% Senior Notes due 2018 (the “Exchange Notes”). The Exchange Notes will be offered by the Issuers in exchange for a like principal amount of the Issuers’ outstanding 11.125% Senior Notes due 2018 (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of May 26, 2010 (as amended, supplemented or modified through the date hereof, the “Indenture”), by and among the Issuers, the guarantors named therein (including the Corporation), and Wilmington Trust FSB, as trustee (“Trustee”). Payment of the Exchange Notes will be guaranteed by the Corporation pursuant to Article 10 of the Indenture (the “Exchange Guarantee”).

As local counsel for the Corporation, we have examined photostatic or electronically transmitted copies or facsimiles of, each of the following documents (collectively, the “Documents”):

(a) the Registration Statement; and

(b) the Indenture.

We have also:

(a) examined such statutes and regulations, public records and certificates of government officials;

(b) examined such corporate records of the Corporation;

(c) made such further examinations, investigations and searches; and

(d) considered such questions of law,

as we have considered relevant and necessary as a basis for the opinions hereinafter expressed.

We have relied solely and without independent verification upon a certificate of an officer of the Corporation (the “Officer’s Certificate”), dated as of the date hereof, a copy of which has been provided to you, as to matters of fact material to the opinions expressed herein.

The opinions expressed herein relate only to the laws of the Province of New Brunswick (the “Province”) and the federal laws of Canada applicable therein in effect on the date hereof, and no opinions are expressed as to the laws of any other jurisdiction.

For the purposes of the opinions expressed herein, we have assumed:

(a) the genuineness of all signatures of all parties and the legal capacity of individuals signing any documents;

(b) the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic or electronically transmitted copies or facsimiles thereof and the authenticity of the originals of such certified, photostatic or electronically transmitted copies or facsimiles;

(c) the accuracy, currency and completeness of the indices and filing systems maintained by the public offices and registries where we have searched or enquired or have caused searches or enquiries to be made and of the information and advice provided to us by appropriate government, regulatory or other like officials with respect to those matters referred to herein;

(d) that each of the parties to each of the Documents (other than the Corporation) has all requisite corporate power and capacity to execute and deliver each of the Documents to which it is a party and to exercise its rights and perform its obligations thereunder, and (other than the Corporation) has taken all necessary corporate action to authorize the execution and delivery of each of the Documents to which it is a party and the exercise of its rights and the performance of its obligations thereunder;

(e) that each of the parties to each of the Documents (other than the Corporation) has duly executed and delivered the Documents;

(f) that each of the Documents is a legal, valid and binding obligation of each of the parties thereto, enforceable against each such party by each other party thereto, in accordance with its terms; and

(g) each of the Documents has been physically delivered by the parties thereto and such delivery was not subject to any escrow conditions that remain unfulfilled.

For greater certainty, a specific assumption, limitation or qualification in this opinion is not to be interpreted to restrict the generality of an assumption, limitation or qualification expressed in general terms that includes the subject matter of the specific assumption, limitation or qualification.

Based on and subject to the foregoing and the assumptions and qualifications set out at the end of this opinion, we are of the opinion that, on the date hereof, the Exchange Guarantee has been duly authorized by all requisite corporate action of the Corporation.

This opinion is given based upon laws as they exist, and the facts in existence, on the date hereof and may not be applicable if existing laws change. We assume no obligation to revise or supplement this opinion should the laws be changed by legislative action, judicial decision or otherwise, or should any facts change or should any of our assumptions prove to be incorrect.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained under the caption “Legal Matters”. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours truly,

/s/ COX & PALMER

EX-5.4

Exhibit 5.4

Our ref AKT/037502/19644784v1

SSI Investments II Limited

and

SSI Co-Issuer LLC

107 Northeastern Boulevard

Nashua, New Hampshire 03062

10 November 2010

Dear Sir

Re: SkillSoft Finance Limited

We have acted as special Cayman Islands counsel to SkillSoft Finance Limited, a company organized under the laws of the Cayman Islands (the “Company”), in connection with the filing of a registration statement on Form S-4 (the “Registration Statement”) by SSI Investments II Limited, a company organized under the laws of the Republic of Ireland (the “Issuer”), SSI Co-Issuer LLC, a Delaware limited liability company (the “Co-Issuer” and, together with the Issuer, the “Issuers”), SSI Investments III Limited, Skillsoft Limited, CBT (Technology) Limited, Stargazer Productions, SkillSoft Canada, Ltd., SkillSoft U.K. Limited, the Company, SkillSoft Corporation and Books24x7.com, Inc. with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement includes a prospectus (the “Prospectus”) which provides for the issuance by the Issuers, in an exchange offer (the “Exchange Offer”) of $310,000,000 aggregate principal amount of 11.125% Senior Notes due 2018 (the “Exchange Notes”). The Exchange Notes will be offered by the Issuers in exchange for a like principal amount of the Issuers’ outstanding 11.125% Senior Notes due 2018 (the “Outstanding Notes”). The Outstanding Notes have been, and the Exchange Notes will be, issued pursuant to an Indenture, dated as of 26 May 2010 (as amended, supplemented or modified through the date hereof, the “Indenture”), by and among the Issuers, the guarantors named therein (including the Company), and Wilmington Trust FSB, as trustee (“Trustee”). Payment of the Exchange Notes will be guaranteed by the Company pursuant to Article 10 of the Indenture (the “Exchange Guarantee”).

1 DOCUMENTS REVIEWED

For the purpose of this opinion, we have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The certificate of incorporation dated 9 August 1995 and the certificate of incorporation on change of name of the Company dated 23 April 2004.

1.2 The memorandum and articles of association of the Company as registered on 9 August 1995 as amended by special resolutions dated 15 August 1995 and 11 May 2007.

1.3 The minutes of the meetings of the Board of Directors of the Company held on 20 May 2010 and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.4 A certificate from a director of the Company dated 10 November 2010, a copy of which is annexed hereto (the “Director’s Certificate”).

1.5 The Registration Statement.

1.6 The Indenture.

2 ASSUMPTIONS

The following opinion is given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion. This opinion only relates to the laws of the Cayman Islands which are in force on the date of this opinion. In giving this opinion we have relied (without further verification) upon the completeness and accuracy of the Director’s Certificate. We have also relied upon the following assumptions, which we have not independently verified:

2.1 The Exchange Guarantee have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

2.2 Copy documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

2.3 All signatures, initials and seals are genuine.

2.4 There is no contractual or other prohibition (other than as may arise by virtue of the laws of the Cayman Islands) binding on the Company or on any other party prohibiting it from entering into and performing its obligations.

3 OPINIONS

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that the execution, delivery and performance of the Exchange Guarantee has been authorised by and on behalf of the Company.

4 QUALIFICATIONS

Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus contained under the caption “Legal Matters”. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

2

This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/ MAPLES AND CALDER

Maples and Calder

3

EX-5.5

Exhibit 5.5

[Letterhead of Ropes & Gray International LLP]

SSI Investments II Limited

SSI Co-Issuer LLC

107 Northeastern Boulevard

Nashua, New Hampshire 03062

10 November 2010

Dear Sirs

1. Introduction

We have acted as English law advisers to SkillSoft U.K. Limited (the “Company”), an indirect subsidiary of SSI Investments II Limited, a company organized under the laws of the Republic of Ireland (the “Issuer”), in connection with: (i) the proposed issuance by the Issuer and SSI Co-Issuer LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Issuer (the “Co-Issuer” and together with the Issuer collectively, the “Issuers”) in the exchange offer (the “Exchange Offer”) of up to $310,000,000 aggregate principal amount of their 11.125% Senior Notes due 2018 (the “Exchange Notes”) which are to be registered under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for a like principal amount of the Issuers’ outstanding 11.125% Senior Notes due 2018 (the “Outstanding Notes”),which have not been, and will not be, so registered; (ii) the guarantees of the Exchange Notes (the “Exchange Guarantees”) by the Company and each of the other guarantors listed on Annex I hereto (such listed guarantors, the “Other Guarantors” and, together with the Company, collectively, the “Guarantors”); and (iii) the preparation of the registration statement on Form S-4 (the “Registration Statement”) filed by the Issuers and the Guarantors with the Securities and Exchange Commission (the “Commission”) for the purpose of registering the Exchange Notes and the Exchange Guarantees under the Securities Act.

2. Documents Reviewed

In connection with the filing of the Registration Statement, we have examined the following documents:

(a) An executed copy the Indenture dated the date hereof by and among the Issuers, the Guarantors and Wilmington Trust FSB, as trustee, relating to the Outstanding Notes and the Exchange Notes (the “Indenture”);

(b) The Registration Statement;

(c) Memorandum and Articles of Association of the Company; and

(d) Board minutes of the Company dated 26 May 2010 authorising the registration of the Exchange Notes and the guarantees thereof under the Securities Act.

Ropes & Gray International LLP is a limited liability partnership registered in Delaware, United States of America and is a recognized body regulated by the Solicitors Regulation Authority (with registered number 522379).

The documents listed in paragraphs 2(a) to (d) above are referred to in this opinion as the “Note Documents”. The documents listed in paragraphs 2(a) to (d) above are referred to in this opinion as the “Documents”.

3. Nature of Opinion, and Observations

(a) This opinion is confined to matters of English law (including case law) as of the date of this opinion, and is governed by and shall be construed in accordance with English law. We express no opinion with regard to any system of law other than the laws of England as currently applied by the English courts, and in particular, we express no opinion on European Community law as it affects any jurisdiction other than England.

(b) To the extent that the laws of the United States of America may be relevant, we have made no independent investigation of such laws, and our opinion is subject to the effect of such laws including the matters contained in the New York law opinion of Ropes & Gray LLP. We express no views in this opinion on the validity of the matters set out in such opinions.

(c) We should also like to make the following observations:

(i) Factual Statements: we have not been responsible for verifying whether statements of fact (including foreign law), opinion or intention in the Documents or any related documents are accurate, complete or reasonable;

(ii) Enforceability: we express no opinion on whether the obligations of the Company under the Note Documents are enforceable against it in the English courts;

(iii) Operational Licences: we have not investigated whether the Company has obtained any of the operational licences, permits which it may require for the purpose of carrying on its business (including the filing of the Registration Statement); and

(iv) Anti-trust: we have not considered whether the filing of the Registration Statement complies with anti-trust, competition, public procurement or state aid laws, nor whether any filings or clearances are required under such laws.

4. Opinion

On the basis stated in paragraph 3, and subject to the assumptions in Schedule 1 and the qualifications in Schedule 2, we are of the opinion that:

(a) Corporate Authorisation: the Exchange Guarantee by the Company has been duly authorised by all necessary corporate action on the part of the Company.

5. Benefit of Opinion

This opinion is for the benefit of the Issuers, the Company and holders of the Exchange Notes (including the Exchange Guarantees) in connection with the filing of the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus contained under the caption “Legal Matters”. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Yours faithfully,

/s/ Ropes & Gray International LLP

SCHEDULE 1

ASSUMPTIONS

In considering the Documents and in rendering this opinion, we have (with your consent and without any further enquiry) assumed:

(a) Authenticity: the genuineness of all signatures, stamps and seals on, and the authenticity, accuracy and completeness of, all documents submitted to us whether as originals or copies;

(b) Copies: the conformity to originals of all documents supplied to us as photocopies, portable document format (PDF) copies, facsimile copies or e-mail conformed copies;

(c) Written Resolutions in relation to the Company:

(i) that the written resolutions of the directors of the Company (the “Resolutions”) dated 26 May 2010 are complete and correct, and that no amendment has been made thereto;

(ii) that the Resolutions were properly passed and that all provisions contained in the Companies Act 2006 and the Memorandum and Articles of Association of the Company relating to the disclosure of directors’ interests were duly observed, and that the Resolutions have not been amended, revoked or rescinded and are in full force and effect;

(d) Directors’ Duties: that the directors of the Company, in authorising execution of the Note Documents, have exercised their powers in accordance with their duties under all applicable laws and the Memorandum and Articles of Association of the Company;

(e) Choice of Law: that the choice of law provisions relating to each Note Document were made in good faith and for bona fide purposes and were in all respects valid choices of law in accordance with the applicable principles of law in the State of New York;

(f) Submission to Jurisdiction: that the submission to the jurisdiction of the courts of the State of New York referred to in paragraph 4(i) is valid, binding and enforceable against each of the parties to the Note Documents (other than the Company);

(g) No Escrow: that, where the Note Documents are required to be delivered, the Note Documents have been delivered by the parties and are not subject to any escrow or other similar arrangement and that all conditions precedent to signing contained in the Note Documents have been satisfied and the Note Documents are unconditional in all respects;

(h) Unknown Facts: that there are no facts or circumstances (and no documents, agreements, instruments or correspondence) which are not apparent from the face of the Note Documents or which have not been disclosed to us that may affect the validity or enforceability of the Note Documents or any obligation therein or otherwise affect the opinions expressed in this opinion;

(i) Arm’s Length Terms: that the Note Documents have been entered into for bona fide commercial reasons and on arm’s length terms by each of the parties thereto;

(j) FSMA: that none of the Note Documents is an agreement the making or performance of which constitutes, or is part of, a regulated activity within the meaning stated in the Financial Services and Markets Act 2000 (the FSMA) carried on by any party to it, and which either:

(i) is entered into by that party in the course of carrying on the regulated activity in question in contravention of section 19 of the FSMA; or

(ii) where the party is a person authorised for the purposes of the FSMA, is entered into by that party in the course of carrying on the regulated activity in question and in consequence of something said or done by another person (the third party) in the course of a regulated activity carried on by the third party in contravention of section 19 of the FSMA,

and that none of the Note Documents is entered into by any person as a customer in consequence of a communication in relation to which there has been a contravention of Section 21 of the FSMA;

(k) Representations: that the representations and warranties by the respective parties in the Note Documents in each case (other than as to matters of law on which we opine in this opinion) are or were, as applicable, true, correct, accurate and complete in all respects on the date such representations and warranties were expressed to be made and that the terms of the Note Documents have been and will be observed and performed by the parties thereto;

(l) Anti-terrorism, money laundering: other than with respect to English law, that the parties have complied (and will continue to comply) with all applicable anti-terrorism, anti-corruption, anti-money laundering, sanctions and human rights laws and regulations, and that performance and enforcement of the Note Documents is, and will continue to be, consistent with all such laws and regulations;

(m) Maintenance of Capital: that the granting of upstream guarantees by the Company under the Note Documents does not result in a reduction in the

Company’s net assets as properly recorded in its books or, to the extent that it does, that the Company has sufficient distributable reserves to cover that reduction; and

(n) Secondary Legislation: that all UK secondary legislation relevant to this opinion is valid, effective and enacted within the scope of the powers of the relevant rule-making authorities.

SCHEDULE 2

QUALIFICATIONS

Our opinion is subject to the following qualifications:

(a) Jurisdiction: we express no opinion as to whether or not any court will take jurisdiction, or whether the English courts would grant a stay of any proceedings commenced in England, or whether the English courts would grant any ancillary relief in relation to proceedings commenced in a foreign court;

(b) Service of Process: in addition to the above, the court will only assume jurisdiction over a dispute and give judgment if the defendant has been properly served with legal process;

(c) Foreign Courts: we express no opinion as to whether or not a foreign court (applying its own conflict of laws rules) will act in accordance with the parties’ agreement as to jurisdiction and/or choice of law; and

(d) Insolvency: this opinion is subject to all applicable laws relating to insolvency, bankruptcy, administration, reorganisation, liquidation or analogous circumstances and other similar laws of general application relating to or affecting generally the enforcement of creditor’s rights and remedies from time to time.

Annex I

OTHER GUARANTORS

Name of Other Guarantor	Jurisdiction of Organization
SSI Investments III Limited SkillSoft Limited SkillSoft Ireland Limited CBT (Technology) Limited Stargazer Productions SkillSoft Canada, Ltd. SkillSoft Finance Limited SkillSoft Corporation Books24x7.com, Inc.	Republic of Ireland Republic of Ireland Republic of Ireland Republic of Ireland Republic of Ireland Canada Cayman Islands Delaware Massachusetts

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 25, 2010, in the Registration Statement (Form S-4) and related Prospectus of SSI Investments II Limited for the registration of $310,000,000, 11.125% Senior Notes due 2018.

/s/ Ernst & Young LLP

Boston, Massachusetts

November 10, 2010

CORRESP

[LETTERHEAD OF SSI INVESTMENTS II LIMITED]

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Attention:	Mr. Matthew Crispino, Esq. – Staff Attorney
	Ms. Courtney Haseley, Esq. – Staff Attorney

Date	10 November 2010
Reference	SSI Investments II Limited
Subject	Registration Statement on Form S-4,
	Filed October 8, 2010,
	File No. 333-169857

Ladies and Gentlemen:

On behalf of SSI Investments II Limited, an Irish limited company (the “Issuer”), and pursuant to the applicable provisions of the Securities Act of 1933, and the rules and regulations promulgated thereunder, please find the Issuer’s responses to the comments included in the comment letter to Charles E. Moran of the Issuer, dated November 3, 2010 (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Commission”) relating to the above-referenced registration statement on Form S-4 (the “Form S-4”).

Enclosed herewith is a copy of Amendment No. 1 to the Form S-4, which has been marked to indicate the changes made to the Form S-4 filed on October 8, 2010.

For your convenience, the comments as set forth in the Comment Letter are reproduced in bold in numerical sequence in this letter, and the corresponding responses of the Issuer are shown below each comment.

Form S-4

Item 22 – Undertakings, page II-8

1. We note that you have not included the undertakings specified in Item 512(a)(5) and (6) of Regulation S-K. Please advise or revise your disclosure to add the foregoing.

Response:

Revisions have been made to page II-8 of the Form S-4 in response to the Staff’s comment to include the identified undertakings.

Signatures, page II-9

2. The Form S-4 must be signed by each registrant’s principal executive officer, principal financial officer, and its controller or principal accounting officer. Refer to Instruction 1 to Signatures in the Form S-4. Please provide all of the required signatures for SkillSoft Ireland Limited, SkillSoft Canada, Ltd., SkillSoft Finance Limited, SkillSoft U.K. Limited, CBT (Technology) Limited, Stargazer Productions, and Books 24X7.com, Inc. or advise.

Response:

Revisions have been made to pages II-18, II-19, II-20, II-21, II-22, II-23 and II-24 of the Form S-4 in response to the Staff’s comment to include all of the required signatures.

Exhibit 5.1

3. The legal opinion you have filed is limited to the laws of the state of Delaware, the Commonwealth of Massachusetts, and the federal laws of the United States. However, Section 12.08 of the indenture and the guarantees provide that such transaction documents are to be governed by the laws of the state of New York. As counsel’s opinion must properly address the enforceability of debt securities issued pursuant to the indenture, including all guarantees, please file a revised opinion which covers New York law. See Item 601(b)(5) of Regulation S-K.

Response:

Revisions have been made to Exhibit 5.1 to the Form S-4 in response to the Staff’s comment to cover New York law.

Exhibits 5.2, 5.3, 5.4, and 5.5

4. We note that paragraph 1.2 of Exhibit 5.2, the last paragraph of Exhibits 5.3 and 5.5, and the penultimate paragraph of Exhibit 5.4 limit the extent to which persons other than the company and its special counsel may rely on counsel’s opinion. Please be advised that stockholders are entitled to rely on the opinions. Accordingly, please obtain revised opinions of counsel that do not contain these inappropriate limitations on reliance.

Response:

Revisions have been made to Exhibits 5.2, 5.3, 5.4 and 5.5 to the Form S-4 in response to the Staff’s comment to remove the identified limitations on reliance.

*   *   *   *   *

2

Please be advised that, in connection with the Comment Letter and the Issuer’s responses thereto, the Issuer hereby acknowledges the Staff’s position that (i) the Issuer is responsible for the adequacy and accuracy of the disclosure in the above-referenced filing; (ii) the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filing; and (iii) the Issuer may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust that the foregoing has been responsive to the Staff’s comments. Should you have any questions regarding this submission, please contact our attorneys at Ropes & Gray LLP – Marvin B. Tagaban at (212) 596-9526 or Craig E. Marcus at (617) 951-7802.

Very truly yours,

/s/ Charles E. Moran

Charles E. Moran

President and Chief Executive Officer

Enclosure

cc:

Craig E. Marcus, Esq. (Ropes & Gray LLP)

3