Exhibit 5.1
November 17, 2000
SmartDisk Corporation
3506 Mercantile Avenue
Naples, Florida 34104
Re: Offering of Common Stock of SmartDisk Corporation
Ladies and Gentlemen:
On the date hereof, SmartDisk Corporation, a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to the offering
and sale by certain selling stockholders of 1,576,768 shares of the Company's
Common Stock, par value $0.001 per share (the "Shares").
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 Certificate of
Incorporation and the Bylaws of the Company; (ii) resolutions of the Board of
Directors of the Company authorizing the offering of the Shares by the selling
stockholders and related matters; (iii) the Registration Statement and exhibits
thereto; and (iv) such other documents and instruments as we have deemed
necessary or appropriate for the expression of the opinion herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures 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 or instruments.
Based upon the foregoing examination, we are of the opinion that the
Shares have been, or when issued will be, duly and validly authorized and issued
and are, or when issued will be, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the
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SmartDisk Corporation
November 17, 2000
Page 2
category of persons whose consent is required by Section 7 of the Act or rules
and regulations of the Commission thereunder.
Sincerely,
/s/ Greenberg Traurig, P.A.
