<PAGE>
EXHIBIT 5.1
[Letterhead of Morris, Manning & Martin, L.L.P.]
June 9, 2000
Optio Software, Inc.
3015 Windward Plaza
Windward Fairways II
Alpharetta, Georgia 30005
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Optio Software, Inc., a Georgia
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8, of a proposed offering of 16,717,500 shares of the Company's common stock,
no par value per share (the "Shares"), including (i) 12,500,000 Shares issuable
pursuant to the Optio Software, Inc. Stock Incentive Plan, (ii) 300,000 Shares
issuable pursuant to the Optio Software, Inc. Directors' Stock Option Plan and
(iii) 3,917,500 Shares issuable pursuant to options granted outside the Stock
Incentive Plan (collectively, the "Plans").
We have examined and are familiar with the originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments relating to the incorporation of the
Company and to the authorization and issuance of Shares under the Plans as would
be necessary and advisable for purposes of rendering this opinion. Based upon
and subject to the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued as contemplated by the Plans, will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this Opinion as Exhibit 5.1 to the
Company's Registration Statement on Form S-8.
Very truly yours,
/s/ Morris, Manning & Martin, L.L.P.
MORRIS, MANNING & MARTIN, L.L.P.
