Exhibit 5.1
December 11, 2000
TradeStation Group, Inc.
8700 West Flagler Street
Suite 250
Miami, Florida 33174
Re: TradeStation Group, Inc. Registration Statement on Form S-4
for 44,364,215 Shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel to TradeStation Group, Inc., a Florida
corporation ("Holding Company"), in connection with the registration of
44,364,215 shares of Holding Company's common stock (the "Shares"), as described
in Holding Company's Registration Statement on Form S-4 ("Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act").
This opinion is being furnished in accordance with the requirements of
Item 21 of Form S-4 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed Holding Company's charter documents, the corporate
proceedings taken by Holding Company in connection with the original issuance
and sale of the Shares, and a certificate of a Company officer regarding (among
other things) Holding Company's receipt of consideration upon the original
issuance and sale of the Shares. Based on such review and assuming the
Registration Statement becomes effective and remains effective, and all
applicable state and federal laws are complied with, we are of the opinion that
the Shares are duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the
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Registration Statement. In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required under Section 7 of
the Act, the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion, whether by
implication or otherwise, as to any other matters relating to Holding Company or
the Shares.
Very truly yours,
BILZIN SUMBERG DUNN BAENA
PRICE & AXELROD LLP
