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EXHIBIT 5.1
[Letterhead of Schnader Harrison Segal & Lewis]
August 9, 2000
PubliCARD, Inc.
620 Fifth Avenue
7th Floor
New York, NY 10020
Re: PubliCARD, Inc.
Ladies and Gentlemen:
We have acted as Pennsylvania counsel to PubliCARD, Inc., a
Pennsylvania corporation (the "Company"), in connection with the preparation of
the Company's registration statement on Form S-8 (the "Registration
Statement"). The Registration Statement registers 750,000 shares (the "Shares")
of the Company's common stock, par value $.10 per share (the "Common Stock"),
which may be issued upon the exercise of options granted under the PubliCARD
1999 Stock Option Plan for Non-Employee Directors (the "Plan").
In rendering the opinion set forth below, we have reviewed the
Company's Articles of Incorporation, as amended, the Company's Bylaws, as
amended, resolutions adopted by its Board of Directors, and such other
documents as we have deemed appropriate. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with the original of all documents
submitted to us as copies thereof.
On the basis of the foregoing, we are of the opinion that the Shares
of the Common Stock have been duly authorized and, when issued in accordance
with the terms set forth in the Plan, will be validly issued, fully paid and
nonassessable.
Our opinion set forth above is limited to the laws of the Commonwealth
of Pennsylvania, and we express no opinions as to any other laws, statutes,
ordinances, rules or regulations of other jurisdictions.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this opinion, we do not thereby admit that we
are 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/ SCHNADER HARRISON SEGAL & LEWIS LLP
