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EXHIBIT 5.1
[Letterhead of Akerman, Senterfitt & Eidson, P.A.]
September 22, 2000
Orius Corp.
Suite 400
1401 Forum Way
West Palm Beach, Florida 33401
Re: Public Offering
Gentlemen:
On September 18, 2000, Orius Corp., a Florida corporation (the "Company"),
filed with the Securities and Exchange Commission a Registration Statement on
Form S-1 (No. 333-46006) (such Registration Statement, as amended or
supplemented, is hereinafter referred to as the "Registration Statement") under
the Securities Act of 1933, as amended (the "Securities Act"). The Registration
Statement relates to the sale by the Company of up to $250,000,000 in aggregate
amount of shares (the "Offering Shares") of the Company's Common Stock, par
value $.01 per share (the "Common Stock").
In connection therewith, we have examined and relied upon copies of (i) the
Company's Amended and Restated Articles of Incorporation and Amended and
Restated Bylaws; (ii) resolutions of the Company's Board of Directors
authorizing the offering and the issuance of the Offering Shares; (iii) the
Registration Statement and exhibits thereto; (iv) such other documents and
instruments as we have deemed necessary for the expression of 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 deemed
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 verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Offering Shares have been duly and validly authorized and, when the Registration
Statement becomes effective under the Act and when issued and delivered in
accordance with the terms of the Underwriting Agreement upon receipt of the
consideration contemplated thereby, and certificates representing the Offering
Shares have been duly executed and delivered on behalf of the Company and duly
registered by the Company's Registrar, will be validly issued, fully paid and
nonassessable.
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Orius Corp.
September 22, 2000
Page 2
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus comprising a part of the Registration Statement. In
giving such consent, we do not hereby 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.
Sincerely,
/s/ AKERMAN, SENTERFITT & EIDSON, P.A.
