EXHIBIT 5
OLLE, MACAULAY & ZORRILLA, P.A.
1402 Miami Center
201 South Biscayne Boulevard
Miami, Florida 33131
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(305) 358-9200
Telecopier (305) 358-9617
August 29, 1996
ProxyMed, Inc.
2501 Davie Road
Suite 230
Ft. Lauderdale, Florida 33317
RE: PROXYMED, INC. FORM S-3
REGISTRATION STATEMENT (NO. 33-___________)
Gentlemen:
We have acted as counsel to ProxyMed, Inc., a Florida
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement"), to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
distribution and sale by certain security holders of the Company of up to
165,000 shares of the Company's Common Stock, par value $0.001 per share, as
more fully described in the Registration Statement. You have requested the
opinion of this firm with respect to certain legal aspects of the proposed
offering to which the Registration Statement relates.
We have examined original, photostatic or certified copies of
such records of the Company, including the Articles of Incorporation, the Bylaws
and minutes, the Registration Statement and other documents as we have deemed
relevant and necessary for purposes of the opinions hereinafter set forth. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents and instruments submitted to us as originals and
the conformity to authentic originals of all documents and instruments submitted
to us as certified or photostatic copies. As to various questions of fact
material to our opinions we have relied upon representations made to us by
various officers and directors of the Company and we have not conducted or
received independent verification of those facts.
Based on the foregoing and subject to the comments and
exceptions noted below, we are of the opinion that the 165,000 shares of Common
Stock covered by the Registration Statement have been or, when duly issued and
delivered upon warrant exercise as
ProxyMed, Inc.
August 29, 1996
Page 2
described in the Registration Statement, will be legally issued, fully paid and
non-assessable.
* * * * *
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Securities Act or the
Commission's rules and regulations thereunder.
Sincerely,
Olle, Macaulay & Zorrilla, P.A.
By: /s/ ROBERT B. MACAULAY
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Robert B. Macaulay
RBM/mcf
cc: Harold S. Blue
Bennett Marks