Exhibit 5.1
KRAMER LEVIN NAFTALIS & FRANKEL LLP
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
TEL (212) 715-7787 47, Avenue Hoche
FAX (212) 715-8047 75008 Paris
France
October 2, 2000
First Priority Group, Inc.
51 East Bethpage Road
Plainview, New York 11803
Registration Statement on Form SB-2
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Ladies and Gentlemen:
We have acted as counsel to First Priority Group, Inc., a New
York corporation ("First Priority"), in connection with the preparation and
filing of a Registration Statement on Form SB-2 (the "Registration Statement")
with the Securities and Exchange Commission (the "Commission"), with respect to
the registration for resale under the Securities Act of 1933, as amended (the
"Act"), of an aggregate of 6,896,146 shares of First Priority's common stock,
par value $.015 per share (the "Stock"), of which 6,314,896 shares are being
registered for issuance to Suerez Enterprises Limited pursuant to a common stock
purchase agreement and 581,250 shares of which are issuable to the selling
shareholder named in the Registration Statement upon the exercise of certain
warrants (those 6,896,146 shares, the "Shares").
In connection with the registration of the Shares, we have
reviewed such documents and records as we have deemed necessary to enable us to
express an opinion on the matters covered hereby. In rendering this opinion, we
have (a) assumed (i) the genuineness of all signatures on all documents examined
by us, (ii) the authenticity of all documents submitted to us as originals, and
(iii) the conformity to original documents of all documents submitted to us as
photostatic or conformed copies and the authenticity of the originals of such
copies; and (b) relied on (i) certificates of public officials and (ii) as to
matters of fact, statements and certificates of officers and representatives of
First Priority.
Based upon the foregoing, we are of the opinion that the
Shares that are currently issued and outstanding have been validly issued, fully
paid and non-assessable, and that the remaining Shares will, upon issuance, be
validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to
the Registration Statement. In giving the foregoing consent, we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Kramer Levin Naftalis & Frankel LLP
