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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
WASHINGTON, D.C. LONDON, ENGLAND
NEW YORK, NEW YORK RIYADH, SAUDI ARABIA
KANSAS CITY, MISSOURI KUWAIT CITY, KUWAIT
OVERLAND PARK, KANSAS ABU DHABI, UNITED ARAB EMIRATES
PHOENIX, ARIZONA DUBAI, UNITED ARAB EMIRATES
LOS ANGELES, CALIFORNIA HONG KONG
SANTA MONICA, CALIFORNIA ASSOCIATED OFFICE IN SHANGHAI
IRVINE, CALIFORNIA
DENIS P. MCCUSKER dmccusker@bryancavellp
direct dial number
(314) 259-2455
[_____________], 2000
Board of Directors
Applied Digital Solutions, Inc.
400 Royal Palm Way, Suite 410
Palm Beach, Florida 33480
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-4, File Number
333-[_________] (the "Registration Statement") filed by Applied Digital
Solutions, Inc., a Missouri corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to [_____________] shares of the Company's common
stock, $.001 par value per share, to be issued and sold in connection with the
proposed Agreement and Plan of Merger, dated as of April 24, 2000, as amended,
among the Company, Digital Angel.net Inc., and Destron Fearing Corporation (the
"Merger Agreement").
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
[____________] shares of common stock of the Company covered by the Registration
Statement (the "Shares") will, upon (i) approval by the Company's shareholders
of the consummation of the transactions contemplated by the Merger Agreement and
of the amendment to the Company's Articles of Incorporation to increase the
number of authorized shares of the Company's common stock from 85,000,000 to
245,000,000 (the "Amendment"), (ii) filing of the Amendment with the Missouri
Secretary of State and the effectiveness of the Amendment, and (iii) issuance of
the Shares pursuant to the Merger Agreement in exchange for the consideration
described therein, 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 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 Matters" and further consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
