EXHIBIT 5
BRASHEAR & ASSOC., P.L.
Counselors At Law
926 N.W. 13th Street
Gainesville, FL 32601
February 14, 2005
Securities and Exchange Commission
450 Fifth Avenue, NW
Washington, DC 20649
Gentlemen:
We refer to Amendment No. 1 to the Registration Statement on Form S-1 (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 10,000,000
shares of the Common Stock of the Company, par value $0.0001 per share (the
"Shares").
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.
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
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Bruce Brashear, Esq.