EXHIBIT 5.1
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[LETTERHEAD OF GUNSTER, YOAKLEY, VALDES-FAULI & STEWART, P.A. HERE]
Our File Number: 17213.00001
Writer's Direct Dial Number: (561) 655-1980
October 20, 1997
Septima Enterprises, Inc.
600 Sandtree Drive, Suite 212
Lake Park, Florida 33403
Ladies and Gentlemen:
We have acted as legal counsel for Septima Enterprises, Inc. (the
"Company"), a corporation organized under the laws of the State of Colorado,
with respect to the Company's Form S-8 Registration Statement (the "Registration
Statement") to be filed by the Company with the Securities and Exchange
Commission on or about October 20, 1997, in connection with the registration
under the Securities Act of 1933, as amended, by the Company of an aggregate of
up to 867,000 shares of Common Stock, no par value per share (the "Common
Stock"), issuable pursuant to options granted under (i) that certain Agreement,
dated as of August 7, 1997 (the "Agreement"), by and between First American
Financial Group and the Company, and (ii) certain Septima Enterprises, Inc.
Stock Option Agreements, as amended, by and between each of Ronald D. Baker,
Louis S. Camilli, Ronald J. Costello, Charlotte Darling, Roy H. Davidson, Darryl
J. Dillenback, Malcolm Petree, Francisco Urrea, Jr., Thomas A. Urrea, and
Lillian Werntz and the Company (each, an "Option Agreement").
As legal counsel for the Company, we have examined the corporate
proceedings relating to the Registration Statement, the Agreement and the Option
Agreements and such other legal matters as we deemed appropriate for the
purposes of rendering this opinion.
We have assumed the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such copies. We have assumed that all signatories were and are legally
competent to execute and deliver the documents executed by each of them.
Based upon and subject to the foregoing, and in reliance thereon, and
subject to the qualifications hereinafter expressed, we are of the opinion that
the shares of Common Stock to be issued upon exercise of options granted under
the Agreement and/or each of the Option Agreements have been duly and validly
authorized for issuance and, when issued in accordance with the terms of the
Agreement and/or each such Option Agreement, will be validly issued, fully paid,
and nonassessable.
We are members of the Bar of the State of Florida and do not herein express
any opinion as to matters governed by the laws of any jurisdiction other than
the internal laws of the State of Florida and the Colorado Business Corporation
Act (without reference to the choice-of-law or conflict-of-law provisions,
principles or decisions under Florida law, or under any other state, federal or
foreign law), and we have assumed compliance with all other laws, including,
without limitation, federal, foreign and other states' laws.
Our opinions are limited to the specific issues addressed and are limited
in all respects to laws and facts existing on the date hereof. By rendering our
opinion letter, we do not undertake to advise you of any changes in such laws or
facts which may occur or come to our attention after the date hereof.
We hereby consent to the inclusion of this opinion letter as part of the
Registration Statement. The foregoing opinions are furnished to you at your
request, are solely for your benefit and may not be relied upon by any other
party without the prior written consent of a shareholder of this law firm.
Very truly yours,
/s/ GUNSTER, YOAKLEY, VALDES-
FAULI & STEWART, P.A.
GUNSTER, YOAKLEY, VALDES-FAULI
& STEWART, P.A.