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Exhibit 5.1
[GOLDSTEIN & DIGIOIA, LLP LETTERHEAD]
June 28, 2000
TeamStaff, Inc.
300 Atrium Drive
Somerset, New Jersey 008873
Re: TeamStaff, Inc.
Registration Statement on Form S-3
SEC File No. 333-38356
Ladies/Gentlemen:
We have reviewed Amendment No. 1 to the Registration Statement on Form
S-3/A, filed on June 28, 2000 (File No. 333-38356) (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), by
TeamStaff, Inc., a New Jersey corporation (the "Company"). The Registration
Statement has been filed for the purpose of registering the securities described
therein for offer and sale under the Act. All capitalized terms not defined
herein have the meanings ascribed to them in the Registration Statement.
This opinion has been rendered with respect to 2,441,527 outstanding shares
(the "Shares") of Common Stock and 128,571 Shares issuable upon exercise of
outstanding common stock purchase warrants (the "Warrants"), as calculated to
give effect to the Company's reverse split of its Common Stock, effective
June 2, 2000.
In connection with the opinions rendered herein, we have examined the
Certificate of Incorporation of the Company, its By-Laws, the Warrants and such
other documents, corporate records and questions of law as we have deemed
necessary solely for the purpose of enabling us to render this opinion. On the
basis of such examination, we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
and in good standing under the laws of New Jersey, with corporate power to
conduct the business which it conducts as described in the Registration
Statement.
2. The Company has an authorized capitalization of 40,000,000
shares of Common Stock, par value $.001 per share and 5,000,000 shares of
Preferred Stock, par value $.01 per share.
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GOLDSTEIN & DIGIOIA, LLP
Teamstaff, Inc.
Page Two
June 28, 2000
3. The outstanding Shares have been duly authorized, sold and paid for as
described in the Registration Statement, and are validly issued, fully paid and
non-assessable.
4. The Shares issuable upon exercise of the Warrants have been duly
authorized and when issued, sold and paid for, as described in the Registration
Statement, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Opinions" in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
/s/ Goldstein & DiGioia, LLP
GOLDSTEIN & DIGIOIA, LLP
