EXHIBIT 5.1
June 15, 2000
Watsco, Inc.
2665 South Bayshore Drive, Suite 901
Coconut Grove, Florida 33133
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
On the date hereof, Watsco, Inc., a Florida corporation (the
"Company"), sent for filing with the Securities and Exchange Commission a
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the offering and sale by the Company of up to 200,000 shares of the
Company's Common Stock, par value $.50 per share (the "Common Stock"), pursuant
to the Company's Amended and Restated 1996 Qualified Employee Stock Purchase
Plan (the "Plan"). We have acted as special counsel to the Company in connection
with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original
or a copy, certified to our satisfaction, of (i) the Amended and Restated
Articles of Incorporation and Bylaws of the Company; (ii) records of corporate
proceedings of the Company authorizing the Plan, any amendments thereto, and the
preparation of the Registration Statement and related matters; (iii) the
Registration Statement and exhibits thereto; and (iv) such other documents and
instruments as we have deemed necessary for the expression of the opinions
herein contained. In making the foregoing examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all documents
submitted to us as certified or photostatic copies. As to various questions of
fact material to this opinion, we have relied, to the extent we deem reasonably
appropriate, upon representations or certificates of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 200,000 authorized and unissued shares
of Common Stock from which the 200,000 shares of Common Stock proposed to be
sold pursuant to the Plan may be issued, and, assuming that the Company
maintains an adequate number of authorized and unissued shares of Common Stock
available for issuance pursuant to purchases made under the Plan and the
consideration for shares of Common Stock issued pursuant to the Plan is actually
received by the Company as provided in the Plan, the shares of Common Stock
issued pursuant to purchases made under and in accordance with the terms of the
Plan will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely,
GREENBERG TRAURIG, P.A.
