OPINION AND CONSENT OF GRAYROBINSON, P.A.


                                                                     Exhibit 5.1


                                December 14, 2004


Tech Data Corporation
5350 Tech Data Drive
Clearwater, Florida 38760

Ladies and Gentlemen:

         We have acted as counsel to Tech Data Corporation, a Florida
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, of a Registration Statement on Form S-4 (as amended, the
"Registration Statement"), relating to $290,000,000 aggregate principal amount
of the Company's 2.0% Convertible Subordinated Debentures due 2021 (the "New
Debentures") that may be issued in exchange for $290,000,000 aggregate principal
amount of issued and outstanding 2.0% Convertible Subordinated Debentures due
2021 of the Company (the "Outstanding Debentures"). The Company proposes to
offer, upon the terms set forth in the Registration Statement, to exchange
$1,000 principal amount of New Debentures for each $1,000 principal amount of
the Outstanding Debentures (the "Exchange Offer"). The New Debentures will be
issued under an Indenture (the "New Indenture"), to be entered into between the
Company and J.P. Morgan Trust Company, National Association, as trustee (the
"Trustee"). In connection with the New Debentures up to $4,871,913 shares of
Common Stock, par value $.0015 (the "Shares") may be issued upon the conversion
of the New Debentures.

         In so acting, we have examined originals or copies (certified or
otherwise identified to our satisfaction) of the Registration Statement, the
form of New Indenture, the form of New Debenture set forth in the New Indenture
and filed as an exhibit to the Registration Statement and such records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to these opinions that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the New Debentures have been duly authorized
by all necessary corporate action on the part of the




GRAYROBINSON
  PROFESSIONAL ASSOCIATION

Tech Data Corporation
December 14, 2004
Page 2


Company and, when duly executed by the Company, authenticated by the Trustee and
delivered in accordance  with the terms of the New Indenture and as contemplated
by the  Registration  Statement,  will  constitute the legal,  valid and binding
obligations  of the Company,  enforceable  against it in  accordance  with their
terms,  subject to applicable  bankruptcy,  insolvency,  fraudulent  conveyance,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies  generally and general  principles of equity,  including  principles of
commercial  reasonableness,  good faith and fair dealing  (regardless of whether
enforcement is sought in a proceeding at law or in equity). The Shares, upon
issuance pursuant to conversion of the New Debentures as provided in the
Indenture, will be legally issued fully paid and non-assessable.

         The opinions expressed herein are limited to the corporate laws of the
State of Florida and the federal laws of the United States, and we express no
opinion as to the effect on the matters covered by this letter of the laws of
any other jurisdiction.

         We hereby consent to the use of this letter as an exhibit to the
Registration Statement and to any and all references to our firm in the
prospectus which is a part of the Registration Statement.


                                                 Very truly yours,



                                                 /s/GrayRobinson, P.A.