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EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
LAS OLAS CENTRE II, SUITE 1600
350 EAST LAS OLAS BOULEVARD
FORT LAUDERDALE, FL 33301-2229
(954) 463-2700
TELECOPY (954) 463-2224
November 7, 2000
Smith-Gardner & Associates, Inc.
1615 South Congress Avenue
Delray Beach, FL 33445-6368
Ladies and Gentlemen:
We have acted as counsel to Smith-gardner & Associates, Inc., a Florida
corporation (the "Company"), with respect to the filing by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") covering
the issuance of up to 1,000,000 shares of the Company's shares of Common Stock,
par value $0.01 per share (the "Shares").
Based on our review of the Smith-Gardner & Associates Stock Option Plan
and Smith-Gardner & Associates Employee Stock Purchase Plan (the "Plans")
pursuant to which the Shares are issuable, the Company's organizational
documents and such other documents and records as we have deemed necessary and
appropriate, we are of the opinion that when the Registration Statement becomes
effective under the Securities Act of 1933, as amended, and when the Shares are
issued against delivery of adequate consideration therefor in accordance with
and pursuant to the terms of the Plans, the Shares will be validly issued, fully
paid and nonassessable under the laws of the State of Florida.
We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
/s/ Akerman, Senterfitt & EIDSON, P.A.
