Exhibit 5
HOLLAND & KNIGHT LLP
701 Brickell Avenue
Suite 3000
Miami, FL 33131
March 8, 2004
ProxyMed, Inc.
2555 Davie Road, Suite 110
Ft. Lauderdale, Florida 33317
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| Re: | | ProxyMed, Inc. (the “Company”) Registration Statement on Form S-8 |
Ladies & Gentlemen:
You have requested our opinion in connection with the above-referenced Registration Statement (the “Registration Statement”) in connection with the registration for sale of 750,000 shares (the “Shares”) of the common stock, $.001 par value per share, of the Company issuable under the ProxyMed 2002 Stock Option Plan (the “Plan”).
We have reviewed copies of the Articles of Incorporation and Bylaws of the Company, and have examined such corporate documents and records and other certificates, and have made such investigations of law, as we have deemed necessary in order to render the opinion hereinafter set forth.
Based upon and subject to the foregoing, we are of the opinion that the Shares are duly authorized, and, assuming the Company receives fair value for the Shares when the Shares are fully paid for in accordance with the terms and conditions set forth in the Plan and/or the agreements relating to the issuance of such Shares, such Shares will be, assuming no changes in the applicable law or pertinent facts, validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
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| | Very truly yours,
HOLLAND & KNIGHT LLP
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| | /s/ HOLLAND & KNIGHT LLP | |
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