Attached files
Exhibit 5.1
February___,
2010
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549
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Re:
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Midas
Medici Group Holdings, Inc.
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Registration Statement on Form
S-1
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Ladies
and Gentlemen:
Reference is made to the Registration
Statement on Form S-1, Registration No. 333-161522 (the “Registration
Statement”) filed with the Securities and Exchange Commission by Midas Medici
Group Holdings, Inc., a Delaware corporation (the “Company”), under the
Securities Act of 1933, as amended (the “Act”), covering an underwritten public
offering of (i) 500,000 shares of the Company's common stock, par value
$0.001 per share (the “Common Stock”), (ii) up to 75,000 shares of Common Stock
(the “Over-Allotment Shares”) for which the underwriters have been granted an
over-allotment option and (iii) up to 25,000 shares of Common Stock (the
“Purchase Warrant Shares”) which National Securities Corporation, acting as
representative of the underwriters, will have the right to purchase (the
“Purchase Warrant”) for its own account or that of its designees.
We have examined such documents and
considered such legal matters as we have deemed necessary and relevant as the
basis for the opinion set forth below. With respect to such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as reproduced or certified copies, and the
authenticity of the originals of those latter documents. As to questions of fact
material to this opinion, we have, to the extent deemed appropriate, relied upon
certain representations of certain officers of the Company.
Based upon the foregoing, we are of
the opinion that:
1. The Common Stock and the
Over-Allotment Shares when issued and sold in accordance with and in
the manner described in the Underwriting section of the Registration Statement,
will be duly authorized, validly issued, fully paid and
non-assessable.
2. The Purchase Warrant, if and when
paid for in accordance with the terms of the underwriting agreement between the
Company and the representative of the underwriters or the Purchase Warrant, as
applicable, will be a valid and binding obligation of the Company.
3. The Purchase Warrant Shares, when
issued, delivered, sold and paid for upon exercise of the Purchase Warrant, as
contemplated by the Purchase Warrant and the Registration Statement, will be
duly authorized, validly issued, fully paid and non-assessable.
We are opining solely on (i) with
respect to the opinions expressed in paragraphs (1) and (3) above, all
applicable statutory provisions of Delaware corporate law, including the rules
and regulations underlying those provisions, all applicable provisions of the
Constitution of the State of Delaware and all applicable judicial and regulatory
determinations, and (ii) with respect to the opinions expressed in paragraph (2)
above, the laws of the State of New York.
In addition, the foregoing opinions
are qualified to the extent that (a) enforceability may be limited by and be
subject to general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law (including,
without limitation, concepts of notice and materiality), and by bankruptcy,
insolvency, reorganization, moratorium and other similar laws affecting
creditors' and debtors' rights generally (including, without limitation, any
state or federal law in respect of fraudulent transfers); (b) no opinion is
expressed herein as to compliance with any federal or state consumer protection
or antitrust laws, rules, or regulations, or any municipal or local laws and
ordinances; (c) no opinion is expressed herein as to the enforceability of the
indemnification provisions contained in any agreement, to the extent such
provisions may be unenforceable under federal or state securities laws; (d) no
opinion is expressed herein as to compliance with or the effect of federal or
state securities or blue sky laws; (e) no opinion is expressed herein as to
federal and state laws, regulations and policies concerning (i) a national or
local emergency, (ii) possible judicial deference to acts of sovereign states,
(iii) civil and criminal forfeiture laws, (iv) conscionability or other
provisions that might violate public policy or (v) usury; and (f) no opinion is
expressed herein as to (i) survivability or severability provisions, (ii) any
provision purporting to make oral modifications unenforceable or which limits
the applicability of the doctrine of promissory estoppel, (iii) choice of law or
venue provisions, (iv) any provision that prohibits assignment by operation of
law or in any other respect that may be deemed unreasonable under the
circumstances, or (v) any arbitration provisions.
We hereby consent to the use of this
opinion as an exhibit to the Registration Statement, to the use of our name as
your counsel and to all references made to us in the Registration Statement and
in the prospectus forming a part thereof. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Act, or the rules and regulations promulgated
thereunder.
Very
truly yours,