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EXHIBIT 5.1
Opinion of
HUTCHINS, WHEELER & DITTMAR, A Professional Corporation
May 31, 2000
BOCA RESEARCH, INC.
1601 Clint Moore Road
Boca Raton, FL 33487
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of up to 1,250,000 shares of your Common
Stock, par value $.01 per share (the "Shares"). All of the Shares are issued and
outstanding and may be offered for sale for the benefit of the selling
shareholders named in the Registration Statement. We understand that the Shares
are to be sold from time to time at prevailing prices or as otherwise described
in the Registration Statement. As your legal counsel, we have also examined the
proceedings taken by you in connection with the issuance of the Shares.
Based on the foregoing, it is our opinion that the Shares are validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
We understand that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.
Very truly yours,
/s/ Hutchins, Wheeler & Dittmar
HUTCHINS, WHEELER & DITTMAR,
A Professional Corporation
