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EXHIBIT 5.1
December 21, 2000
H.T.E., Inc.
1000 Business Center Drive
Lake Mary, Florida 32746
Ladies and Gentlemen:
This opinion is delivered in our capacity as counsel to H.T.E., Inc., a
Florida corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), of a Registration Statement on Form S-8
(the "Registration Statement") relating to an additional 200,000 shares (the
"Shares") of the Company's common stock, par value $.01 per share, which the
Company may issue pursuant to the Company's 1997 Employee Stock Purchase Plan,
as amended (the "Plan").
As counsel for the Company, we have examined copies of the Plan, the
Company's Articles of Incorporation, as amended to date, and Bylaws, each as
presently in effect, and such records, certificates and other documents of the
Company as we have deemed necessary or appropriate for the purposes of this
opinion.
Based upon the foregoing, assuming that the Company maintains on
adequate number of authorized and unissued shares of Common Stock available for
purchases made under the Plan, we are of the opinion that upon the issuance and
delivery of the Shares against payment therefor in accordance with the terms of
the Plan, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the
Securities Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Greenberg Traurig, P.A.
