Exhibit 5.1
LAW OFFICES
Nelson Mullins Riley & Scarborough, L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP
Charles D. Vaughn 999 PEACHTREE STREET, N.E. OTHER OFFICES:
(404) 817-6113 FIRST UNION PLAZA Charleston, South Carolina
Internet Address: cdv SUITE 1400 Charlotte, North Carolina
Atlanta, Georgia 30309 Columbia, South Carolina
TELEPHONE (404) 817-6000 Greenville, South Carolina
FACSIMILE (404) 817-6050 Myrtle Beach, South Carolina
www.nmrs.com ________
Munich, Germany
June 20, 2000
Towne Services, Inc.
3950 Johns Creek Court, Suite 100
Suwanee, GA 30024
Ladies and Gentlemen:
We have acted as counsel to Towne Services, Inc. (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, covering the
offering of up to 299,430 shares (the "Shares") of the Company's common stock,
no par value, which may be issued by the Company upon the exercise of stock
options under its Amended and Restated Director Stock Option Plan. In connection
therewith, we have examined such corporate records, certificates of public
officials and other documents and records as we have considered necessary or
proper for the purpose of this opinion.
This opinion is limited by and is in accordance with the January 1,
1992, edition of the Interpretive Standards applicable to Legal Opinions to
Third Parties in Corporate Transactions adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.
Based on the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares, when issued and
delivered as described in the Registration Statement, will be legally issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.
/s/ Charles D. Vaughn, Esq.
Charles D. Vaughn, Esq.
