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 INTERNET ADDRESS
DIRECT DIAL NUMBER [email protected]
(314) 259-2455
July 24, 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
Pre-Effective Amendment No. 1 to Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Registration Statement relates to
2,900,461 shares of the Company's common stock, $.001 par value per share.
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 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
2,900,461 shares of common stock of the Company covered by the Registration
Statement are 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 the State of Missouri, and the Federal law of the United States. We hereby
consent to the reference to our name in the Registration Statement under the
caption "Legal Opinion" and further consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/S/ BRYAN CAVE LLP
