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EXHIBIT 5.1
SCHNADER HARRISON
SEGAL & LEWIS LLP
ATTORNEY AT LAW
SUITE 3600 * 1600 MARKET STREET * PHILADELPHIA, PENNSYLVANIA 19103-7286
215-751-2000 * FAX: 215-751-2205
http://www.shsl.com
January 4, 2001
PubliCARD, Inc.
620 Fifth Avenue
Seventh Floor
New York, NY 10020
Re: PubliCARD, Inc. Form S-3, filed January 4, 2001
Dear Ladies and Gentlemen:
We have acted as Pennsylvania counsel to PubliCARD, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") registering
2,615,000 shares (the "Shares") of the Company's common stock, par value $.10
per share (the "Common Stock"), which shares may be offered or sold from time to
time by twenty-nine selling shareholders.
In rendering the opinion set forth below, we have reviewed the Company's
Amended and Restated Articles of Incorporation, as amended, the Company's
Bylaws, 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.
Based upon the foregoing, we are of the opinion that the Shares will be,
when sold in the manner and for the consideration described in the Registration
Statement, 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, rules
or regulations.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters." In giving such opinion, we do not thereby admit that we are
acting 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
PENNSYLVANIA * NEW YORK * NEW JERSEY * WASHINGTON, DC * GEORGIA * CALIFORNIA
