Holland
& Knight Letterhead
Exhibit
5.1
Applied
Digital Solutions, Inc.
1690
South Congress Avenue, Suite 200
Re: Registration
Statement on Form S-3
Ladies
and Gentlemen:
We refer
to the Registration Statement (the “Registration Statement”) on Form S-3 filed
by Applied Digital Solutions, Inc., a Missouri corporation (the “Company”), with
the Securities and Exchange Commission for the purpose of registering under the
Securities Act of 1933, as amended (the “Securities Act”), the offering of up to
722,543 shares of Common Stock, par value $.01 per share, which may be sold by
the selling security holders as described in the Registration Statement. Of the
shares described, 684,543 have been issued by the Company pursuant to a Stock
Purchase Agreement, dated February 25, 2005, between the Company and Digital
Angel Corporation (“the Outstanding Shares”) and up to 38,000 may be issued
pursuant to a Settlement Agreement, dated January 10, 2005, between the
Company and Innovative Circuits Arizona, Inc. (the “Issuable Shares).
In
connection with the foregoing registration, we have acted as counsel for the
Company and have examined and relied on originals or copies, certified or
otherwise identified to our satisfaction, of such corporate records of the
Company, certificates of officials and representatives of the Company, and other
documents as we have deemed necessary to deliver the opinions expressed
below.
Our
opinions expressed below are based upon, and we rely herein upon, the opinion of
special Missouri counsel attached hereto as Annex A, addressed to us and
delivered to us as of the date hereof (the “Base Opinion”), that the Outstanding
Shares have been legally issued and are fully paid and non-assessable shares of
common stock of the Company, and that the Issuable Shares, when issued in
accordance with the applicable resolutions of the Board of Directors of the
Company and when the requisite consideration for such issuance has been received
by the Company, will be legally issued, fully paid and non-assessable shares of
common stock of the Company.
Based
upon the foregoing and in reliance thereon, and based upon and in reliance upon
the Base Opinion, we are of the opinion that the Outstanding Shares have been
legally issued and are fully paid and non-assessable shares of common stock of
the Company and that the Issuable Shares, when issued in accordance with the
applicable resolutions of the Board of Directors of the Company and when the
requisite consideration for such issuance has been received by the Company, will
be legally issued, fully paid and non-assessable shares of common stock of the
Company.
This
opinion is limited to the present laws of the State of Florida and the State of
Missouri (except that with respect to Missouri law we are relying solely on the
Base Opinion) and to the present judicial interpretations thereof and to the
facts as they presently exist.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement, and to the reference to this firm under the caption “Legal Matters”
contained in the prospectus filed as a part thereof. In giving such consent, we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
ANNEX
A
Opinion
of Special Missouri Counsel
Holland
& Knight LLP
701
Brickell Avenue, Suite 3000
Re: Registration
Statement on Form S-3 for 722,543 Shares of Applied Digital Solutions, Inc.
Common Stock, $0.01 par value
Ladies
and Gentlemen:
With
reference to the Registration Statement on Form S-3 (the “Registration
Statement”) to be filed with the Securities and Exchange Commission on or about
March 23, 2005 by Applied Digital Solutions, Inc., a Missouri corporation (the
“Company”), for the purpose of registering under the Securities Act of 1933, as
amended, the offering of 722,543 shares of the Company’s common stock, $0.01 par
value (the “Shares”) which may be sold by the Company as described in the
Registration Statement, we have examined such corporate records of the Company,
such laws and such other information as we have deemed relevant, including the
Company’s Restated Articles of Incorporation, as amended, Amended and Restated
Bylaws, Board of Director resolutions relating to the offering of the Shares,
certificates received from state officials and statements we have received from
officers and representatives of the Company. In delivering this opinion, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of all documents
submitted to us as certified, photostatic or conformed copies, the authenticity
of originals of all such latter documents, and the correctness of statements
submitted to us by officers and representatives of the Company.
Based
solely on the foregoing, we are of the opinion that:
|
1. |
The
Company is duly incorporated and is validly existing under the laws of the
State of Missouri; and |
|
2. |
That
portion of the Shares issued by the Company pursuant to the Stock Purchase
Agreement, dated February 25, 2005, by and between the Company and Digital
Angel Corporation and to be registered by the Company pursuant to the
Registration Statement have been duly authorized and are legally issued,
fully paid and non-assessable shares of the common stock of the
Company. |
|
3. |
That
portion of the Shares that will be issued by the Company pursuant to the
Settlement Agreement, dated January 10, 2005, by and between the Company
and Innovative Circuits Arizona, Inc. and registered pursuant to the
Registration Statement have been duly authorized and, when issued in
accordance with the applicable resolutions of the Board of Directors of
the Company, and when the requisite consideration for such issuance has
been received by the Company, will be legally issued, fully paid and
non-assessable shares of common stock of the
Company. |
We
consent to the filing of this opinion as Annex
A to
Exhibit
5.1 to the
Registration Statement. We further consent to the filing of copies of this
opinion with agencies of such states and other jurisdictions as you deem
necessary in the course of complying with the laws of the states and
jurisdictions regarding the sale and issuance of the Shares in accordance with
the Registration Statement.
