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EXHIBIT 5.1
July 14, 2000
InfoCure Corporation
1765 The Exchange, Suite 500
Atlanta, Georgia 30339
Re: InfoCure Corporation -- Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel for InfoCure Corporation, a Delaware
corporation (the "Company"), in connection with the registration pursuant to a
Registration Statement on Form S-3 (File No. 333-40704) (the "Registration
Statement") filed with the Securities and Exchange Commission by the Company of
convertible subordinated debt securities ("Convertible Debt Securities"),
preferred stock, par value $.001 per share ("Preferred Stock"), common stock,
par value $.001 per share ("Common Stock"), and depositary shares representing
Preferred Stock ("Depositary Shares") to be issued from time to time by the
Company. All capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to such terms in the Registration Statement.
In such capacity, we have examined (i) the form of Indenture filed as
an exhibit to the Registration Statement and (ii) the form of Deposit Agreement
filed as an exhibit to the Registration Statement. We have also examined, and
have relied as to matters of fact upon, original, certified, conformed or
photographic copies of such corporate records of the Company, such other
agreements and instruments, such certificates of public officials, officers of
the Company and other persons, and such other documents, records, agreements and
certificates as we have deemed necessary as a basis for the opinions hereinafter
expressed. In such examination we have assumed the genuineness of all signatures
on all documents submitted to us as originals and the conformity to original
documents of all copies submitted to us as certified, conformed or photographic
copies, and, as to certificates of public officials, we have assumed the same to
be accurate and to have been given properly.
We have assumed that the execution and delivery of, and the performance
of all obligations under, the Indenture and the Deposit Agreement have been duly
authorized by all requisite action by each party thereto, and that such
agreements, when executed and delivered by the parties thereto, will have been
duly executed and delivered by the parties thereto, and will be valid and
binding agreements of the parties thereto (other than the Company) enforceable
against the parties thereto (other than the Company) in accordance with their
respective terms.
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InfoCure Corporation
July 14, 2000
Page 2
This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the States of Delaware and New York,
and no opinion is expressed with respect to the laws of any other jurisdiction
or any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:
(i) The Convertible Debt Securities, when the definitive terms
and provisions thereof have been duly established and when duly
executed and delivered by the Company and authenticated by the Trustee
in accordance with the Indenture and delivered to and paid for by the
purchasers thereof, will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their
terms, subject, as to the enforcement of remedies, to bankruptcy,
insolvency, reorganization, moratorium and similar laws of affecting
creditors' rights generally, general equitable principles and the
discretion of courts in granting equitable remedies;
(ii) Any shares of Preferred Stock, when issued and delivered
pursuant to the Registration Statement and paid for by the purchasers
thereof, will be duly authorized and validly issued, fully paid and
nonassessable shares of Preferred Stock;
(iii) Any shares of Common Stock, when issued and delivered
pursuant to the Registration Statement and paid for by the purchasers
thereof, will be duly authorized and validly issued, fully paid and
nonassessable shares of Common Stock;
(iv) The Deposit Agreement, when duly executed and delivered
by the Company and the Depositary, will constitute a valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms, subject, as to the enforcement of remedies,
to bankruptcy, insolvency, reorganization, moratorium and similar laws
of affecting creditors' rights generally, general equitable principles
and the discretion of courts in granting equitable remedies; and
(v) Any Depositary Shares, when issued and delivered pursuant
to the Registration Statement and paid for by the purchasers thereof,
will represent a fractional interest in a duly authorized and validly
issued, fully paid and nonassessable share of Preferred Stock.
This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.
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InfoCure Corporation
July 14, 2000
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We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is included in the Registration Statement.
Very truly yours,
/s/ KING & SPALDING
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King & Spalding
