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Exhibit 5.1
Opinion of Akerman, Senterfitt & Eidson, P.A.
Regarding the Legality of the Common Stock Being Registered
December 28, 2000
ECOS Group, Inc.
14505 Commerce Way, Suite 400
Miami Lakes, Florida 33016
Ladies and Gentlemen:
We have acted as counsel to ECOS Group, Inc., a Florida corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission of a Registration Statement on Form S-2 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the sale by the selling shareholder named in the
Registration Statement of 1,000,000 shares (the "Shares") of common stock, $.012
par value per share.
In connection with the Registration Statement, we have examined,
considered and relied upon copies of the Articles of Incorporation and the
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 for the expression of the opinions contained herein. In making
the foregoing examinations we have assumed, without investigation, the
genuineness of all signatures, the conformity to authentic original documents of
all documents submitted to us as copies, and the veracity of the documents. As
to various questions of fact material to the opinions expressed below, we have
relied solely on the representations or certificates of officers and/or
directors of the Company and upon documents, records and instruments furnished
to us by the Company, without independently verifying the accuracy of such
certificates, documents, records or instruments such other documents and
instruments.
Based upon the foregoing examination, we are of the opinion that the
Shares are duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. 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 Act or the rules or regulations promulgated thereunder.
Sincerely,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson, P.A.
