EXHIBIT 5
Opinion of Michael Harris, P.A.
MICHAEL HARRIS, P.A.
ATORNEYS AT LAW
SUITE 550
1645 Palm Beach Lakes Boulevard
West Palm Beach, Florida 33401
TELEPHONE (561) 478-7077
FACSIMILE (561) 478-1817
September 7, 2000
SFBC International, Inc.
11190 Biscayne Blvd.
Miami, FL 33181
Attention: Lisa Krinsky, M.D.
Re: SFBC International, Inc.
Dear Dr. Krinsky:
You have advised us that SFBC International, Inc. (the "Company") is
filing with the United States Securities and Exchange Commission a Registration
Statement on Form SB-2/A-3 with respect to 1,562,500 shares of common stock,
$.001 par value, warrants to purchase an additional 781,250 shares of common
stock and the underlying shares of common stock, all of which will be offered
for sale by the Company.
In connection with the filing of this Registration Statement, you have
requested that we furnish you with our opinion as to the legality of (i) such of
the Company's shares of common stock as are presently outstanding and (ii) such
securities as shall be offered by the Company itself pursuant to the Prospectus
which is part of the Registration Statement.
You have advised us that as of September 7, 2000, the Company's
authorized capital consists of 20,000,000 shares of common stock, $.001 par
value per share, of which 2,335,736 shares are issued and outstanding and
5,000,000 shares of preferred stock, $.10 par value, of which no shares are
issued and outstanding.
After having examined the Company's Certificate of Incorporation, as
amended, bylaws, minutes, and the financial statements contained in the
Prospectus, we are of the opinion that the 1,562,500 shares of common stock, the
warrants, and the 781,250 shares underlying such warrants to be offered by the
Company will be, when offered and sold with valid consideration received, fully
paid and non-assessable, duly authorized and validly issued.
13
<PAGE>
We consent to the use of our name in the Prospectus under the caption
"Legal Matters".
Very truly yours,
/s/ Michael Harris, P.A.
Michael Harris, P.A.
