EXHIBIT 5 - OPINION OF COUNSEL

                     [LETTERHEAD OF JONATHAN D. LEINWAND]

                                         September 10, 2001

Omnicomm Systems, Inc.
3250 Mary Street, Suite 402
Coconut Grove, FL 33133

Dear Sirs:

In connection with the registration under the Securities Act of 1933 (the "Act")
of 4,665,600 shares (the "Securities") of Common Stock, par value $.001 per
share, of OmniComm Systems, Inc., a Delaware corporation (the "Company"), we, as
your counsel, have examined such corporate records and other documents, and such
questions of law, as we have considered necessary or appropriate for the
purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion:

The Securities have been validly issued and are fully paid and nonassessable.

We have relied as to certain matters on information obtained from public
officials, officers of the Company and other sources believed by us to be
responsible.

We hereby consent to the filing of this opinion as an exhibit to the
registration statement relating to the Securities and to the reference to us
under the heading "Validity of Common Stock" in the Prospectus. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.

                                        Very Truly Yours,

                                        JONATHAN D. LEINWAND, P.A.



                                        /s/ JONATHAN D. LEINWAND, ESQ.