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EXHIBIT 5.1
[Letterhead of Smith, Gambrell & Russell, LLP]
July 7, 2000
Board of Directors
Professional Transportation Group Ltd., Inc.
1950 Spectrum Circle, Suite B-100
Marietta, Georgia 30067
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
This firm has acted as counsel to Professional Transportation Group
Ltd., Inc., a Georgia corporation (the "Company"), in connection with its
registration, pursuant to the Company's registration statement on Form S-3 (as
so amended, the "Registration Statement"), of up to 6,673,066 shares of the
Company's common stock, no par value per share (the "Shares"), for sale by the
holders thereof disclosed in the "Selling Securityholders" section of the
Registration Statement. This opinion letter is furnished to you at your request
to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.
For purposes of this opinion letter, we have examined copies of the
following documents:
1. A copy of the Registration Statement.
2. The Amended and Restated Articles of Incorporation of the
Company.
3. The Amended and Restated Bylaws of the Company.
4. Minutes and/or resolutions of the Board of Directors of the
Company adopted on March 6, 2000 and April 10, 2000, as
certified by the Secretary of the Company as then being
complete, accurate and then in effect.
5. The forms of those stock options or warrants covering those of
the Shares which are subject to issuance upon exercise of
stock options or warrants.
In our examination of the aforesaid documents, we have assumed the
genuineness of all signatures, the legal capacity of all natural persons, the
authenticity, accuracy and completeness of all documents submitted to us, and
the conformity with the original documents of all documents submitted to us as
certified, telecopied, photostatic, or reproduced copies. We have also assumed
the accuracy, completeness and authenticity of the foregoing certifications of
public officials, governmental agencies and departments, and corporate
officials. This opinion letter is given, and all statements herein are made, in
the context of the foregoing.
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Board of Directors
Professional Transportation Group Ltd., Inc.
July 7, 2000
Page 2
This opinion letter is based as to matters of law solely on the
Business Corporation Code of the State of Georgia. We express no opinion herein
as to any other laws, statutes, regulations or ordinances.
Based upon, subject to and limited by the foregoing, we are of the
opinion that the Shares have been, or (with respect to those Shares covered by
and issuable upon the exercise of stock options or warrants) will be when issued
in accordance with the terms of the applicable option or warrant, validly
issued, fully paid and non-assessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion letter. This opinion letter has been
prepared solely for your use in connection with the filing of the Registration
Statement and, except as set forth in the following paragraph is not to be
quoted in whole or in part or otherwise be referred to, or filed with or
furnished to any governmental agency or other person or entity, without the
prior written consent of this firm.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of person whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rule and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
SMITH, GAMBRELL & RUSSELL, LLP
By: /s/ Jon H. Klapper
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Jon H. Klapper
