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AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
350 EAST LAS OLAS BOULEVARD
SUITE 1600
FT. LAUDERDALE, FLORIDA 33301
PHONE (954) 463-2700 FAX (954) 463-2224
EXHIBIT 5.1
January 12, 2001
Outsource International, Inc.
Suite 210
1690 South Congress Avenue
Delray Beach, Florida 33445
RE: REGISTRATION STATEMENT ON FORM S-1
Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement (the "Registration Statement") relating to the
registration for sale of an aggregate of 6,171,771 shares (the "Shares") of the
common stock, $.001 par value per share, of Outsource International, Inc. (the
"Company"), consisting of: (i) up to 4,126,104 Shares issued in private
transactions (the "Restricted Shares"); and (ii) up to 2,045,667 Shares issuable
upon the exercise of certain warrants and options (the "Derivative Shares").
We have reviewed copies of the Amended and Restated Articles of
Incorporation and the Amended and Restated Bylaws of the Company, and have
examined such corporate documents and records and other certificates, and have
made such investigations of law, as we have deemed necessary in order to render
the opinion hereinafter set forth.
Based upon and subject to the foregoing, it is our opinion that: the
Restricted Shares are duly authorized, validly issued, fully paid and
nonassessable; and that, assuming the Derivative Shares are issued in accordance
with the terms and conditions of the applicable warrants or options, will be,
when issued against the exercise price therefor and assuming no change in the
applicable law or pertinent facts, validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
