<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5-10205.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                             KAUFMAN & MOOMJIAN, LLC
                                ATTORNEYS AT LAW

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                   50 CHARLES LINDBERGH BOULEVARD - SUITE 206
                          MITCHEL FIELD, NEW YORK 11553
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                            TELEPHONE: (516) 222-5100
                            FACSIMILE: (516) 222-5110
                           INTERNET: www.kmcorplaw.com






                                           May 14, 2002

Board of Directors
Smith-Midland Corporation
Route 28, P.O. Box 300
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 1994 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,



                                           KAUFMAN & MOOMJIAN, LLC



                                           By: /s/ Gary T. Moomjian
                                               -------------------------
                                               Gary T. Moomjian, Member


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