<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>exh5-0212.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
                                                                Exhibit 5.1

                             MOOMJIAN & WAITE, LLP
                                Attorneys at Law
                              --------------------

                          500 North Broadway, Suite 142
                            Jericho, New York 11753
                              --------------------

                            Telephone: (516) 937-5900
                            Facsimile: (516) 937-5050
                          Internet: www.mwllplaw.com



                                                          January 27, 2003

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,  as amended,  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,

                                             MOOMJIAN & WAITE, LLP



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

</TEXT>
</DOCUMENT>
