EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
350 East Las Olas Boulevard
16th Floor
Fort Lauderdale, Florida 33301
June 7, 2000
nStor Technologies, Inc.
100 Century Boulevard
West Palm Beach, Florida 33417
Re: Registration Statement on Form S-3 (File No. 333-
)
Gentlemen:
You have requested our opinion in connection with the above- referenced
registration statement, (the "Registration Statement"), under which (i)
Wishmasters Limited ("Wishmasters") intends to offer and sell in a public
offering, from time to time, an aggregate of 6,000,000 shares of the common
stock, $.05 par value per share (the "Common Stock"), of nStor Technologies,
Inc. (the "Company") issued to such shareholder in connection with the Common
Stock Purchase Agreement between the Company and Wishmasters and 100,000 shares
of Common Stock issuable upon the exercise of a warrant issued to Wishmasters
(collectively, the "Wishmaster Shares"); and (ii) Ladenburg Thalmann & Co. Inc.
intends to offer and sell in a public offering, from time to time, an aggregate
of 120,000 shares of Common Stock issuable upon the exercise of a warrant issued
to Ladenburg Thalmann & Co. Inc. as a placement fee (together with the
"Wishmaster Shares", the "Shares").
We have reviewed copies of the Restated Certificate of Incorporation, as
amended, and Restated Bylaws of the Company, and have examined such corporate
documents and records and other certificates, and have made such investigations
of law, as we have deemed necessary in order to render the opinion hereinafter
set forth.
Based upon and subject to the foregoing, it is our opinion that the Shares are
duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal Matters"
in the Registration Statement and to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent, we do not hereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Akerman, Senterfitt & Eidson, P.A.
Akerman, Senterfitt & Eidson, P.A.
