EXHIBIT 5.1
December 6, 2000
AmeriPath, Inc.
7289 Garden Road, Suite 200
Riviera Beach, Florida 33404
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
On the date hereof, AmeriPath, Inc., a Delaware corporation (the
"Company"), has filed with the Securities and Exchange Commission a Registration
Statement on Form S-8 (the "Registration Statement"), under the Securities Act
of 1933, as amended (the "Act"). The Registration Statement relates to the
offering and sale by the Company of up to 170,000 shares of the Company's Common
Stock, par value $.01 per share (the "Common Stock"), pursuant to stock options
("Options") granted or to be granted under (i) the Company's Second Amended and
Restated AmeriPath, Inc. 1997 Long-Term Incentive Plan, and (ii) the Company's
Amended and Restated AmeriPath, Inc. 1998 Stock Option Plan (the "Plans"). We
have acted as special counsel to the Company in connection with the preparation
and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Plans, (ii) the Certificate
of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plans and the preparation of the
Registration Statement and related matters; (iii) the Registration Statement and
exhibits thereto; and (iv) such other documents and instruments as we have
deemed necessary for the expression of the opinions herein contained. In making
the foregoing examinations, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 170,000 authorized and unissued shares
of Common Stock from which the 170,000 shares of Common Stock proposed to be
sold pursuant to the exercise of Options granted under the Plans may be issued,
and, assuming that the Company maintains an adequate number of authorized and
unissued shares of Common Stock available for issuance to those persons who
exercise Options granted under the Plans and that the consideration for shares
of Common Stock issued pursuant to such Options is actually received by the
Company as provided in the Plans, the shares of Common Stock issued pursuant to
the exercise of Options granted under and in accordance with the terms of the
Plans will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing 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 Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG TRAURIG, P.A.
