<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
SUNTRUST INTERNATIONAL CENTER
28TH FLOOR
ONE SOUTHEAST THIRD AVENUE
MIAMI, FLORIDA 33131-1714
(305) 374-5600
FACSIMILE (305) 374-5095
December 29, 2000
Gerald Stevens, Inc.
1800 Eller Drive
Suite 300
Ft. Lauderdale, FL 33301
RE: Registration Statement on Form S-1 (the "Registration Statement")
Gentlemen:
We have acted as counsel to Gerald Stevens, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of the Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to 1,107,387 shares (the "Shares") of the
Company's common stock, par value $.01 per Share (the "Common Stock"). The
Shares consist of 1,098,560 Shares issuable upon the exercise of warrants
which the Company issued in connection with the amendment of its credit facility
(the "Warrant Shares") and 8,827 Shares issued in connection with acquisitions
by the Company.
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
<PAGE> 2
Gerald Stevens, Inc.
December 29, 2000
Page 2
Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that, when the Registration Statement becomes effective under the Securities
Act, the Shares, including the Warrant Shares if they are issued in accordance
with the terms and conditions of the warrant pursuant to which such Warrant
Shares are issuable, will be validly issued, fully paid and non-assessable
securities of the Company.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware, and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to all references to the firm in the Registration
Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ AKERMAN, SENTERFITT & EIDSON, P.A.
