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EXHIBIT 5.1
SHUMAKER, LOOP & KENDRICK, LLP
2800 BANK OF AMERICA PLAZA
101 EAST KENNEDY BOULEVARD
POST OFFICE BOX 172609
TAMPA, FLORIDA 33672-0609
September 8, 2000
800 Travel Systems, Inc.
4802 Gunn Highway
Tampa, FL 33624
Re: Registration Statement on Form S-8
Sir or Madam:
We have assisted 800 Travel Systems, Inc. (the "Company") in connection
with the preparation and filing of its Registration Statement on Form S-8 with
the Securities and Exchange Commission pursuant to the requirements of the
Securities Act of 1933, as amended, for the registration of an aggregate of
750,000 shares of the common stock of the Company, par value $.01 per share (the
"Shares"), subject to issuance by the Company upon exercise of options granted
to employees and granted to employees under the 2000 Stock Incentive Plan, to
non-employee directors, and to consultants (collectively referred to as the
"Options").
In connection with the following opinion, we have examined and have
relied upon such documents, records, certificates, statements and instruments as
we have deemed necessary and appropriate to render the opinion herein set forth.
Based upon the foregoing, it is our opinion that the Shares, when
issued and sold pursuant to elections made by participating eligible employees,
non-employee directors, and consultants in a manner consistent with the terms of
the Options, will be legally issued, fully paid and nonassessable.
We are admitted to practice in the State of Florida, and are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. This opinion letter is limited to the laws of
the State of Florida and, to the limited extent set forth above, the DGCL, as
such laws presently exist and to the facts as they presently exist. We express
no opinion with respect to the effect or applicability of the laws of any other
jurisdiction. We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.
The undersigned hereby consents to the filing this opinion as Exhibit
5.1 to the Registration Statement on Form S-8 and to the use of its name in the
Registration Statement.
Very truly yours,
/s/ SHUMAKER, LOOP & KENDRICK, LLP
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SHUMAKER, LOOP & KENDRICK, LLP
