Exhibit 5.1
Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, Florida 33131
December 14, 2000
ProxyMed, Inc.
2555 Davie Road
Suite 110
Ft. Lauderdale, Florida 33317
Re: ProxyMed, Inc.-- Registration Statement on Form S-3
Gentlemen:
We refer to the Registration Statement (the "Registration Statement")
on Form S-3 filed by ProxyMed, Inc. (the "Company"), on December 14, 2000 with
the Securities and Exchange Commission, for the purpose of registering under the
Securities Act of 1933 an aggregate of 47,910,565 shares (the "Shares") of the
authorized common stock, par value $.001 per share (the "Common Stock"), of the
Company being offered to the public.
In connection with the foregoing registration, we have acted as counsel
for the Company, and have examined originals, or copies certified to our
satisfaction of all such corporate records of the Company, certificates of
public officials and representatives of the Company, and other documents as we
deemed it necessary to require as a basis for the opinion hereafter expressed.
Based on the foregoing, and having regard for legal considerations that
we deem relevant, it is our opinion that the Shares, when issued and delivered
in accordance with the terms of the instruments governing their issuance, will
be duly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement, and to the reference to this firm under the caption
"Legal Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/ Holland & Knight LLP
Holland & Knight LLP
