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EXHIBIT
5.1
Moomjian,
Waite, Wactlar & Coleman, LLP
100
Jericho Quadrangle, Suite 225
Jericho,
New York 11753
Board
of
Directors
Smith-Midland
Corporation
P.O.
Box
300
5119
Catlett Road
Midland,
Virginia 22728
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Re: |
Smith-Midland
Corporation
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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 2008 Stock Option Plan (the “Plan”), will, when sold and paid for in
accordance with the Plan, 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.
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Very
truly yours,
/s/
Moomjian, Waite, Wactlar & Coleman, LLP
MOOMJIAN,
WAITE, WACTLAR &
COLEMAN,
LLP
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