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EXHIBIT 5.1
OPINION OF ATLAS PEARLMAN, P.A.
CONCERNING LEGALITY OF SHARES
BEING REGISTERED PURSUANT TO
THE REGISTRATION STATEMENT
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ATLAS PEARLMAN, P.A.
300 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
Tel: (954) 766-1200
June 15, 2000
Vitech America, Inc.
2190 N.W. 89th Place
Miami, Florida 33172
RE: REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-36018, VITECH
AMERICA, INC. (THE "COMPANY") 5,521,201 SHARES OF COMMON STOCK
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
filed by Vitech America, Inc., a Florida corporation, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"), in
connection with the public offering of 4,166,667 shares of Common Stock, no par
value per share, as set forth in the above Registration Statement including up
to 625,000 shares of Common Stock issuable in connection with underwriters' over
allotment option and 441,696 shares issuable upon exercise of the
Representative's Warrants (the "Shares").
In our capacity as counsel to the Company, we have examined the
original or certified copies of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or
representatives of the Company and others, and such other documents as we deem
relevant and necessary as a basis for the opinions hereinafter expressed. In
such examination we have assumed the genuineness of all signatures on original
documents and the conformity to original documents of all copies submitted to us
as conformed or photostat copies. As to various questions of fact material to
such opinions, we have relied upon statements or certificates of officials and
representatives of the Company and others.
Based upon the foregoing, it is our opinion that:
i. The Company is a corporation duly organized and
validly existing under the laws of the State of
Florida.
i. When (1) the Registration Statement has become
effective under the Act; (2) the Shares have been
issued and sold as contemplated in the Registration
Statement and the Underwriting Agreement referred to
therein, and (3) the Shares have been duly executed,
delivered and paid for, such Shares will be legally
issued, fully paid and non-assessable.
Members of this firm own 14,430 Shares of the Company's Common Stock.
We hereby consent to filing of this opinion as an Exhibit to the
Registration Statement. We also hereby consent to the use of our name under
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
ATLAS PEARLMAN, P.A.
/s/ ATLAS PEARLMAN, P.A.
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