EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
One Southeast Third Avenue
28th Floor
Miami, Florida 33131
December 8, 2000
TCPI, Inc.
3341 S.W. 15th Street
Pompano Beach, Florida 33069
RE: Registration statement on Form S-2 (File No. 333- )
Gentlemen:
You have requested our opinion in connection with the above-referenced
registration statement, (the "Registration Statement') relating to the sale by
certain persons named therein (the "Selling Stockholders") of up to 25,000,000
shares (the "Shares") of the Company's common stock, $.001 par value per share,
including shares which have been reserved for issuance upon the conversion of
certain convertible debentures and upon the exercise of certain warrants.
We have reviewed copies of the Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws of the Company, and have examined
such corporate documents and records and other certificates, and have made such
investigations of law, as we have deemed necessary in order to render the
opinion hereinafter set forth.
Based upon and subject to the foregoing, it is our opinion that the
Shares are, or when issued against payment therefor in accordance with the terms
of the applicable convertible debenture or warrant will be, duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Registration Statement and to the use of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & Eidson
----------------------------------
