Exhibit 5.1
Opinion of Akerman, Senterfitt & Eidson, P.A.
regarding the legality of the common stock being registered
November 16, 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-8 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the registration of up to 7,942,667 shares (the
"Shares") of common stock, $.012 par value per share, issuable in connection
with the Stock Option Agreements entered into between the Company and each of
the parties listed on Annex A attached hereto (the "Agreements").
In connection with the Registration Statement, we have examined,
considered and relied upon copies of the following documents: (1) the Company's
Articles of Incorporation and the Company's Bylaws; (2) the Agreements; and (3)
such other documents and instruments that 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 have been duly authorized and, when issued in accordance with the terms
of the agreements, will be 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.
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ANNEX A
Charles C. Evans
Timothy R. Gipe
Leon S. Eplan
Wendell R. Anderson
Luis De La Cruz
Joseph F. Startari
Robert G. Turner
Craig C. Clevenger
Jay Sall
David Reed
Ana Caminas
Rich Grupenhoff
Cheryl A. Wenemer
Mark A. Skweres
Daniel Cottrell
Robert N. Hartsell
David Wind
D. Kirk Smith
Maria Altuna
Susan M. Galante
