Exhibit 5.1


                                   LAW OFFICES
                   Nelson Mullins Riley & Scarborough, L.L.P.
                   A REGISTERED LIMITED LIABILITY PARTNERSHIP

   Charles D. Vaughn    999 PEACHTREE STREET, N.E.           OTHER OFFICES:
  (404) 817-6113           FIRST UNION PLAZA        Charleston, South Carolina
 Internet Address: cdv         SUITE 1400            Charlotte, North Carolina
                          Atlanta, Georgia 30309       Columbia, South Carolina
                         TELEPHONE (404) 817-6000     Greenville, South Carolina
                         FACSIMILE (404) 817-6050   Myrtle Beach, South Carolina
                               www.nmrs.com                    ________
                                                           Munich, Germany






                          June 20, 2000

Towne Services, Inc.
3950 Johns Creek Court, Suite 100
Suwanee, GA  30024

Ladies and Gentlemen:

         We have acted as counsel to Towne  Services,  Inc.  (the  "Company") in
connection  with  the  filing  of a  Registration  Statement  on Form  S-8  (the
"Registration  Statement")  under  the  Securities  Act of  1933,  covering  the
offering of up to 299,430 shares (the  "Shares") of the Company's  common stock,
no par value,  which may be issued by the  Company  upon the  exercise  of stock
options under its Amended and Restated Director Stock Option Plan. In connection
therewith,  we have  examined such  corporate  records,  certificates  of public
officials  and other  documents and records as we have  considered  necessary or
proper for the purpose of this opinion.

         This  opinion is limited by and is in  accordance  with the  January 1,
1992,  edition of the  Interpretive  Standards  applicable to Legal  Opinions to
Third Parties in Corporate  Transactions  adopted by the Legal Opinion Committee
of the Corporate and Banking Law Section of the State Bar of Georgia.

         Based on the foregoing, and having regard to legal considerations which
we deem  relevant,  we are of the  opinion  that the  Shares,  when  issued  and
delivered as described in the  Registration  Statement,  will be legally issued,
fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                      Very truly yours,
                                      NELSON MULLINS RILEY & SCARBOROUGH, L.L.P.

                                      /s/ Charles D. Vaughn, Esq.

                                      Charles D. Vaughn, Esq.