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EXHIBIT 5.1
OPINION OF BRYAN CAVE LLP
June 26, 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
333-38420 (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 23,264,916 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 reviewed the Registration Statement as
filed with the Securities and Exchange Commission, and 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 or otherwise identified to our
satisfaction, of 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
23,264,916 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,
/s/ BRYAN CAVE LLP
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BRYAN CAVE LLP
