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EXHIBIT 5.1
SHUMAKER, LOOP & KENDRICK, LLP
2800 Bank of America Plaza
101 East Kennedy Boulevard
Tampa, Florida 33672-0609
September 8, 2000
800 Travel Systems, Inc.
4802 Gunn Highway
Suite 140
Tampa, Florida 33624
Re: Form S-3 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to 800 Travel Systems, Inc. (the "Company") in
connection with the preparation and filing of its Form S-3 Registration
Statement (the "Registration Statement") with the Securities and Exchange
Commission pursuant to the requirements of the Securities Act of 1933, as
amended, relating to (i) the registration of 3,319,800 shares (the "Shares") of
the common stock of the Company, par value $0.01 per share (the "Common Stock")
issuable when the Redeemable Common Stock Purchase Warrants sold by the Company
in its initial public offering are exercised, (ii) the registration on behalf of
certain of the Company's security holders (the "Selling Security Holders") of up
to 263,250 shares of Common Stock (the Selling Security Holder's Shares"); and
(iii) the registration on behalf of Mark D. Mastrini, the Company's former Chief
Executive Officer and Chief Operating Officer ("Mr. Mastrini") of up to 50,000
shares of Common Stock (the "Mastrini Shares").
Terms used herein that are defined in the Registration Statement and
not otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.
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:
(i) the Shares to be sold by the Company, which are to be sold
pursuant to the Registration Statement, in accordance with the terms of
the Underwriting Agreement filed as an exhibit to the Registration
Statement, and which will be issued upon exercise as set forth in the
Warrant Agreement filed as an exhibit to the Registration Statement,
will, upon issuance, assuming payment of the exercise price therefor,
and effectiveness of the Registration Statement and exercise as
provided in the Warrant Agreement, be legally issued, fully paid and
non-assessable;
(ii) the Selling Security Holder's Shares to be sold by the
Selling Security Holders, which are to be sold pursuant to the
Registration Statement, in accordance with the terms of the
Underwriting Agreement filed as an exhibit to the Registration
Statement, and which will be
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issued upon exercise as set forth in the Representative's Warrant
Agreement filed as an exhibit to the Registration Statement, will, upon
issuance, assuming payment of the exercise price therefor,
effectiveness of the Registration Statement and exercise as provided in
the Representatives' Warrant Agreement, be legally issued, fully paid
and non-assessable; and
(iii) the Mastrini Shares to be sold by Mr. Mastrini, which
are to be sold pursuant to the Registration Statement, are legally
issued, fully paid and non-assessable.
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-3 and to the use of its name in the
Registration Statement under "Legal Matters" in the related Prospectus.
Very truly yours,
/s/ SHUMAKER, LOOP & KENDRICK, LLP
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SHUMAKER, LOOP & KENDRICK, LLP
