EXHIBIT
5.1
April 22,
2005
Board of
Directors
Smith-Midland
Corporation
P.O. Box
300
5119
Catlett Road
Midland,
Virginia 22728
Re: Smith-Midland
Corporation
Registration
Statement on Form S-8
Gentlemen:
It is our
opinion that the sale of the shares (the “Shares”) of common stock, par value
$.01 per share, of Smith-Midland Corporation (the “Company”), being registered
with the Securities and Exchange Commission pursuant to the Registration
Statement of the Company on Form S-8, which Shares are to be offered to the
Company’s employees, directors, consultants and advisors pursuant to the
Company’s 2004 Stock Option Plan, will, when sold and paid for, be validly
issued, fully paid and non-assessable.
We
consent to the filing of this opinion as Exhibit 5.1 to the aforesaid
Registration Statement. In giving such consent, we do not consider that we are
“experts” within the meaning of such term as used in the Securities Act of 1933,
as amended, or the rules and regulations of the Securities and Exchange
Commission issued thereunder with respect to any part of the Registration
Statement, including this opinion, as an exhibit or otherwise.
Very
truly yours,
/s/
Moomjian & Waite, LLP
MOOMJIAN
& WAITE, LLP