EXHIBIT 5
(Letterhead of OmniComm Systems, Inc.)
December 1, 2000
OmniComm Systems, Inc.
3250 Mary Street, Suite 402
Coconut Grove, Florida 33133
Re: Registration on Form S-8 of 600,000 Shares of Common Stock of OmniComm
Systems, Inc.
Ladies and Gentlemen:
I have acted as counsel for OmniComm Systems, Inc., a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 600,000 of the
Company's Common Stock, par value $.001 per share ("Common Stock"), pursuant to
a Registration Statement on Form S-8 (the Registration Statement") to be filed
today with the Securities and Exchange Commission under the Securities Act
relating to the Company's 1998 Stock Incentive Plan (the "Plan").
I have participated in the preparation of the Registration Statement
and examined the Plan and matters of law as I have considered appropriate to
enable me to give this opinion. In making my examination I assumed the
genuineness of all signatures, the authenticity of all documents submitted to me
as originals and the conformity to authentic original documents of all documents
submitted to me as copies.
Based upon the foregoing, it is my opinion that the Shares issuable
pursuant to the Plans, when delivered and paid for in accordance with the terms
of the Plans, will be duly authorized, validly issued, fully paid and
nonassessable.
My opinion contained herein relates solely to the Delaware General
Corporation Law, and I express no opinion herein concerning the laws of any
other jurisdiction.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
Paige A. Harper
General Counsel
