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Exhibit 5.1
December 19, 2000
COMFORCE Corporation
415 Crossways Park Drive
P.O. Box 9006
Woodbury, NY 11797
RE: COMFORCE Corporation
Registration Statement of Form S-3
Ladies and Gentlemen:
We have acted as counsel for COMFORCE Corporation, a Delaware corporation
(the "Company"), in connection with the registration with the Securities and
Exchange Commission (the "SEC") by the Company of 555,628 shares of the
Company's common stock ("Common Stock") pursuant to the Securities Act of
1933, as amended (the "Act"), for sale by certain selling stockholders.
In connection with the registration, we have examined the following:
(a) The Certificate of Incorporation and By-laws of the Company, each as
amended to date;
(b) The Registration Statement on Form S-3 (the "Registration
Statement"), including the prospectus which is a part thereof (the
"Prospectus"), relating to the Common Stock, as filed with the SEC;
(c) Resolutions of the Board of Directors of the Company authorizing the
issuance of the Common Stock; and
(d) Such other agreements, documents, records, opinions, certificates
and papers as we have deemed necessary or appropriate in order to
give the opinions hereinafter set forth.
The opinions hereinafter expressed are subject to the following
qualifications and assumptions :
(i) In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity of all documents submitted to us as
copies to the originals thereof.
(ii) As to the accuracy of certain factual matters, we have relied on the
certificates of officers of the Company and certificates, letters,
telegrams or statements of public officials.
Based upon and subject to the foregoing, we are pleased to advise you
that, insofar as the laws of the State of Delaware are concerned, it is our
opinion that the 555,628 shares of Common Stock being registered for resale
under the Registration Statement, all of which shares are issuable upon the
exercise of options, will, when issued upon the proper exercise of such
options, be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the use of our name in the Prospectus in
connection with the matters referred to under the caption "Legal Matters."
Very truly yours,
/s/ Doepken Keevican & Weiss
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
