EX-5.1 2 0002.txt OPINION OF GFRH&H LAW OFFICES GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC THE GARRETT BUILDING 233 EAST REDWOOD STREET BALTIMORE, MARYLAND 21202-3332 410-576-4000 ----------- Telex 908041 Fax 410-576-4246 410-576-4227 eobstler@gfrlaw.com February 8, 2001 View Systems, Inc. 9693 Gerwig Lane, Suite O Columbia, Maryland 21046 Re: View Systems, Inc. Registration Statement on Form SB-2 ------------------------------------------------------ Ladies and Gentlemen: We have acted as counsel to View Systems, Inc. (the "Company"), a Florida corporation, in connection with the possible resale by certain Selling Stockholders of up to 3,543,000 shares of the Company's Common Stock, par value $.001 per share (the "Common Stock") pursuant to a Registration Statement on Form SB-2 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"). The shares being registered are currently owned by the Selling Stockholders or will be acquired upon exercise of outstanding warrants or by private purchase after the effective date of the Registration Statement. We have examined copies of (i) the Articles of Incorporation of the Company, (ii) the Bylaws of the Company, (iii) the Registration Statement, and (iv) resolutions adopted by the Board of Directors of the Company relating to the matters referred to herein (collectively referred to as the "Documents"). Based upon the foregoing, it is our opinion that the Common Stock is or will be when issued as described above duly and validly authorized, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act. Very truly yours, /s/ GFRH&H GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC