EXHIBIT 5.1
September 22,2000
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 S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") relating to the registration of 175,000
shares of Common Stock, par value $ .01 per share (the "Shares") issuable upon
the exercise of options granted under the Non-Qualified Stock Option Contract
between the registrant and Alan G. Bozian (the "Contract") and 400,000 Shares
issuable upon the exercise of options granted under the 1999 Stock Option Plan
(the "Plan" and, together with the Contract, the "Stock Option Documents").
In connection with the foregoing, we have examined, among other things,
the Registration Statement and originals or copies, satisfactory to us, of all
such corporate records and of all such agreements, certificates and other
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
Shares to be issued pursuant to the exercise of the options granted under the
Stock Option Documents will be, when issued pursuant to the Stock Option
Documents, validly issued, fully paid and non-assessable.
We hereby consent 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
