EXHIBIT 5.1
August 4, 2000
SmartServ Online, Inc.
One Station Place
Stamford, CT 06902
Gentlemen:
We have acted as counsel for SmartServ Online, Inc., a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form SB-2 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") relating to the registration of 668,715 shares of
Common Stock, par value $ .01 per share (the "Shares"), of which 375,761 Shares
are outstanding and 292,954 Shares are issuable upon exercise of warrants
granted by the Company (the "Warrants").
In connection with the foregoing, we have examined, among other things,
the Registration Statement, the Warrants and originals or copies, satisfactory
to us, of all such corporate records and of all such other agreements,
certificates and documents as we have deemed relevant and necessary as a basis
for the opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals and the conformity with the original documents of documents
submitted to us as copies. As to any facts material to such opinion, we have, to
the extent that relevant facts were not independently established by us, relied
on certificates of public officials and certificates, oaths and declarations of
officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion that the
375,761 outstanding Shares being registered pursuant to the Registration
Statement are validly issued, fully paid and non-assessable and the 292,954
Shares issuable upon exercise of the Warrants will be, when issued pursuant to
the terms and provisions of the Warrants, validly issued, fully paid and
non-assessable.
We hereby consent to the use of our name under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended (the "Act"), the rules and regulations of the Commission promulgated
thereunder or Item 509 of Regulation S-B promulgated under the Act.
Very truly yours,
/s/Parker Chapin LLP
Parker Chapin LLP
