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EXHIBIT 5.1
[SHUMAKER, LOOP & KENDRICK, LLP LETTERHEAD]
July 10, 2000
800 Travel Systems, Inc.
4802 Gunn Highway
Suite 140
Tampa, Florida 33624
Re: Post Effective Amendment No. 3 on Form S-3 to Form SB-2
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 Post Effective Amendment No. 3
on Form S-3 to Form SB-2 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 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.
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 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.
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.
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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
