June 27, 2001



Securities and Exchange Commission
450 Fifth Avenue, NW
Washington, DC 20649

Gentlemen:

         We refer to the Registration  Statement on Form S-8 (the  "Registration
Statement") to be filed by CTD HOLDINGS,  INC.  ("Company")  with the Securities
and  Exchange  Commission  under the  Securities  Act of 1933,  as amended  (the
"Act").  The  Registration  Statement  relates to an aggregate of 800,000 of the
Common Stock of the Company,  par value $0.001 per share (the "Shares") pursuant
to the Strattan Employment Agreement.

         As special  counsel for the Company,  we have examined  such  corporate
records,  documents and such question of law as we have considered  necessary or
appropriate   for  purposes  of  this  opinion  and,  upon  the  basis  of  such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize  the issuance of the Shares and
that the Shares being registered  pursuant to the Registration  Statement,  when
issued will be duly authorized,  legally issued,  fully paid and non-assessable.
This  opinion  does not cover any matters  related to any re-offer or re-sale of
the shares by and Plan Beneficiaries,  once properly and legally issued pursuant
to the Plan as described in the Registration Statement.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person  whose  consent is  required  to be filed with the  Registration
Statement  under the  provisions  of the Act.  This  opinion  is not to be used,
circulated,  quoted or otherwise  referred to for any other purpose  without our
prior  written  consent.  This opinion is based on our  knowledge of the law and
facts as of the date  hereof.  This  opinion  does not  address or relate to any
specific  state  securities  laws.  We  assume no duty to  communicate  with the
Company in respect to any matter which comes to our attention hereafter.

                                              Sincerely

                                              BRASHEAR & ASSOCIATES, P.L.


                                              By:  /s/ Bruce Brashear
                                              --------------------------------
                                                   Bruce Brashear, Esq.