<PAGE> 1
Exhibit 5.1
[ROBINSON, BRADSHAW & HINSON, P.A. LETTERHEAD]
July 28, 2000
Elite Information Group, Inc.
5100 West Goldleaf Circle, Suite 100
Los Angeles, California 90056
Ladies and Gentlemen:
We refer to the Registration Statement, as amended, of Elite
Information Group, Inc., a Delaware corporation (hereinafter referred to as the
"Company"), filed with the Securities and Exchange Commission for the purpose of
registering under the Securities Act of 1933, as amended, up to 1,000,000 shares
of the Company's Common Stock, $0.01 par value per share (the "Shares"), that
may be issued in accordance with the Company's 1996 Stock Option Plan (the
"Plan"). We have examined the Restated Certificate of Incorporation and Restated
Bylaws of the Company, minutes of applicable meetings or consent actions of the
Board of Directors of the Company, and other Company records, together with
applicable certificates of public officials and other documents that we have
deemed relevant.
Based upon the foregoing and subject to the conditions set forth below,
it is our opinion that the Shares, if and when issued and sold as contemplated
by the Registration Statement, will be legally issued, fully paid and
nonassessable.
We have assumed that the Company and those persons purchasing Shares
under the Plan will have complied with the relevant requirements of the Plan.
The opinions expressed herein are contingent upon the Company's
Restated Certificate of Incorporation and Restated Bylaws not being further
amended prior to the issuance of any Shares after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement and any amendment thereto. In giving such consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933.
This opinion is limited to the General Corporation Law of the State of
Delaware and the federal laws of the United States, and we express no opinion
with respect to the laws of any other state or jurisdiction.
Very truly yours,
ROBINSON, BRADSHAW & HINSON, P.A.
/s/ Patrick S. Bryant
Patrick S. Bryant
PSB/paw
