EX-5.1 5 g71882ex5-1.txt OPINION OF GREENBERG TRAURIG 1 EXHIBIT 5.1 Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 September 28, 2001 E Com Ventures, Inc. 11701 N.W. 101st Road Miami, FL 33178 Re: Registration Statement on Form S-8 for E Com Ventures, Inc. 2000 Stock Option Plan and 2000 Directors Stock Option Plan Ladies and Gentlemen: On the date hereof, E Com Ventures, Inc., a Florida corporation (the "Company"), transmitted for filing with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-8 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Act"). The Registration Statement relates to the issuance, offering and/or sale by the Company of up to an aggregate of 1,620,000 shares (the "Shares") of the Company's Common Stock, par value $.01 per share (the "Common Stock"), which may be issued pursuant to stock options, (collectively, "Options") granted or to be granted under the Company's 2000 Stock Option Plan (as to 1,500,000 of the Shares) (the "Option Plan") and the 2000 Directors Stock Option Plan (as to 120,000 of the Shares)(the "Directors Plan" and together with the Option Plan hereinafter referred to as the "Plans"). We have acted as special counsel to the Company in connection with the preparation and filing of the Registration Statement. In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of (i) the Articles of Incorporation, as amended and Bylaws, as amended of the Company; (ii) records of corporate proceedings of the Company authorizing the Plans and related matters; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions herein contained. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material to this opinion, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments. Based upon the foregoing examination, we are of the opinion that the Company presently has available at least 1,620,000 shares of authorized and unissued Common Stock from which the 1,620,000 shares of Common Stock may be issued pursuant to Options granted under the Plans. In addition, assuming that the Company maintains an adequate number of authorized but 2 unissued shares of Common Stock available for issuance pursuant to Options, and assuming that the Company's consideration for shares issued pursuant to Options is actually received by the Company in accordance with the Plans and Section 607.0621 of the Florida Business Corporation Act, we are of the opinion that the shares of Common Stock issued pursuant to the Options granted under and in accordance with the terms of the Plans will be duly and validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission thereunder. Sincerely, /s/ GREENBERG TRAURIG, P.A.