April 25, 1997
Sandata, Inc.
26 Harbor Park Drive
Port Washington, New York 11050
Re: Sandata, Inc./Amendment No. 2 to Registration Statement on Form S-3
Gentlemen:
In our capacity as counsel to Sandata, Inc., a Delaware corporation (the
"Company"), we have been asked to render this opinion in connection with the
Company's Registration Statement on Form S-3 (the "Registration Statement")
being filed contemporaneously by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering 1,988,140
shares of Common Stock, $.001 par value, of the Company which are either (i)
issuable by the Company to certain persons and entities upon the exercise of
certain options and warrants (the "Issuable Shares") and are being registered
for resale by such persons and entities; or (ii) shares of issued and
outstanding Common Stock, $.001 par value, of the Company (the "Selling
Stockholder Shares") which are owned by certain persons and entities and are
being registered for resale by such persons and entities. The Issuable Shares
and the Selling Stockholder Shares are collectively referred to herein as the
"Shares".
In connection with our opinion, we have examined the Certificate of
Incorporation and By-Laws of the Company, each as amended, the Registration
Statement, and certain agreements entered into, and instruments and warrants
issued, by the Company in connection with the issuance of the Shares. We are
also familiar with proceedings of the Board of Directors of the Company, or
otherwise have relied upon representations made by officers of the Company,
relating to the authorization of the issuance of the Shares. We have also
examined such other instruments and documents as we deemed relevant under the
circumstances.
For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted as certified, photostatic or
facsimile copies and the authenticity of the originals, (iii) the legal capacity
of natural persons, (iv) the due authorization, execution and delivery of all
documents by all parties and the validity and binding effect thereof and (v) the
conformity to the proceedings of the Board of Directors of all minutes of such
proceedings and all representations, oral and
Sandata, Inc.
April 25, 1997
Page 2
written, made by officers of the Company with respect thereto. We have also
assumed that the corporate records furnished to us by the Company include all
corporate proceedings taken by the Company to date.
Based upon and subject to the foregoing including the assumptions made, we
are of the opinion that (i) the Selling Stockholder Shares were duly and validly
authorized and issued and are fully paid and nonassessable shares of Common
Stock, $.001 par value, of the Company, and (ii) the Issuable Shares will be,
upon issuance in accordance with the terms of the respective options and
warrants, duly and validly authorized and issued, fully paid and nonassessable
shares of Common Stock, .$001 par value, of the Company.
We hereby consent to the use of our opinion as herein set forth 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.
This opinion is as of the date hereof, and we do not undertake, and hereby
disclaim, any obligation to advise you of any changes in any of the matters set
forth herein.
We are rendering this opinion only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
This opinion is for your exclusive use only and is to be utilized and
relied upon only in connection with the matters expressly set forth herein.
Very truly yours,
/s/ CERTILMAN BALIN ADLER & HYMAN, LLP
CERTILMAN BALIN ADLER & HYMAN, LLP