EXHIBIT 5.1
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
October 18, 2000
SmartDisk Corporation
3506 Mercantile Avenue
Naples, Florida 34104
Re: Registration Statement on Form S-8 for SmartDisk Corporation,
a Delaware corporation (the "Company")
Ladies and Gentlemen:
We have acted as counsel to the Company in connection with a
registration statement on Form S-8 to be filed with the Securities and Exchange
Commission on the date hereof (the "Registration Statement") under the
Securities Act of 1933, as amended. The Registration Statement relates to the
offering and sale by the Company of up to 500,000 shares of the Company's Common
Stock, par value $0.001 per share (the "Common Stock"), pursuant to stock
options ("Plan Options") granted or to be granted under the Company's 1999
Incentive Compensation Plan, as amended (the "Plan"), and 285,947 shares of
Common Stock to be issued by the Company upon the exercise of stock options
("Non-Plan Options"; the Non-Plan Options, together with the Plan Options, are
collectively referred to herein as the "Options") granted by the Company outside
of the Plan.
In connection with the Registration Statement, we have examined and
relied upon the original or a copy, certified to our satisfaction, of (i) the
Certificate of Incorporation and Bylaws of the Company, each as amended to date;
(ii) records of corporate proceedings of the Company, authorizing the Plan, the
Non-Plan Options, 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.
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Based upon the foregoing examination, we are of the opinion that,
assuming that the Company maintains an adequate number of authorized and
unissued shares of Common Stock available for issuance to those persons who
exercise the Options and assuming that the consideration for shares of Common
Stock issued pursuant to such Options is actually received by the Company as
provided in the Plan or in the related stock option agreement, the shares of
Common Stock issued pursuant to the exercise of the Options will be duly and
validly issued, fully paid and nonassessable.
This opinion is rendered only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.
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
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Respectfully submitted,
/s/ Greenberg Traurig, P.A.
GREENBERG TRAURIG, P.A.
