<PAGE> 1
EXHIBIT 5.1
Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
SunTrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095
June 1, 2000
The Wackenhut Corporation
4200 Wackenhut Drive #100
Palm Beach Gardens, FL 33410-4243
Gentlemen:
We have acted as special counsel to The Wackenhut Corporation, a
Florida corporation (the "Company") with respect to the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
covering the issuance of up to 550,000 shares of the Company's Series B common
stock, par value $.10 per share (the "Shares") pursuant to the exercise of stock
options, restricted stock units and/or performance units or share awards granted
under The Wackenhut Corporation Key Employee Long-Term Incentive Stock Plan (the
"Plan").
As counsel to the Company, we have reviewed the Amended and Restated
Articles of Incorporation of the Company, the By-Laws of the Company, the Plan
and documents related thereto, and such other documents and records as we have
deemed necessary and appropriate. In such review, we have assumed the
genuineness of all signatures on original documents and the conformity to
original documents of all copies submitted to us as conformed or photostatic
copies. As to various questions of fact material to such opinion, we have relied
upon statements or certificates of officials and representatives of the Company
and others. Based upon and subject to the foregoing, we are of the opinion that
when the Registration Statement becomes effective under the Securities Act of
1933, as amended, and when the Shares are issued against delivery of adequate
consideration therefor in accordance with and pursuant to the terms of the Plan,
the Shares will be validly issued, fully paid and non-assessable.
We advise you that the foregoing opinion is limited to the securities
laws of the United States of America and the corporate laws of the State of
Florida and that we express no opinion herein concerning the applicability or
effect of any laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are included within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
