Exhibit 5.1
BRYAN CAVE LLP
ONE METROPOLITAN SQUARE
211 N. BROADWAY, SUITE 3600
ST. LOUIS, MISSOURI 63102-2750
(314) 259-2000
FACSIMILE: (314) 259-2020
DENIS P. MCCUSKER [email protected]
DIRECT DIAL NUMBER
(314) 259-2455
October 19, 2000
Board of Directors
Applied Digital Solutions, Inc.
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
Ladies and Gentlemen:
We are acting as counsel for Applied Digital Solutions, Inc., a Missouri
corporation (the "Company"), in connection with the preparation and filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
The Registration Statement relates to 9,587,019 shares of the Company's common
stock, $.001 par value per share, issuable under the Applied Digital Solutions,
Inc. 1999 Flexible Stock Plan (As Amended Through September 1, 2000) (the
"Plan").
In connection herewith, we have examined and relied without independent
investigation as to matters of fact upon such certificates of public officials,
such statements and certificates of officers of the Company and originals or
copies certified to our satisfaction of the Registration Statement, the Second
Restated Articles of Incorporation and Bylaws of the Company as amended and now
in effect, proceedings of the Board of Directors of the Company and such other
corporate records, documents, certificates and instruments as we have deemed
necessary or appropriate in order to enable us to render this opinion. In
rendering this opinion, we have assumed the genuineness of all signatures on all
documents examined by us, the due authority of the parties signing such
documents, the authenticity of all documents submitted to us as originals and
the conformity to the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, it is our opinion that the
9,587,019 shares of common stock of the Company covered by the Registration
Statement, when issued, or issued on exercise of awards granted pursuant to the
Plan, will be legally issued, fully paid and non-assessable shares of common
stock of the Company.
This opinion is not rendered with respect to any laws other than the laws
of Missouri and the Federal law of the United States. We hereby consent to the
filing of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/ BRYAN CAVE LLP
