EXHIBIT 5


                              ATLAS PEARLMAN, P.A.
                     350 East Las Olas Boulevard, Suite 1700
                         Fort Lauderdale, Florida 33301


                                                                    May __, 2002

Visual Data corporation
1291 SW 29 Avenue
Pompano Beach, Florida 33069

         Re:      Registration Statement on Form S-3; Visual Data Corporation
                  (the "Company")

Ladies and Gentlemen:

         This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission with respect to the registration for public
sale of 7,773,898 shares of common stock, $.0001 par value ("Common Stock"),
including up to 1,003,758 shares of Common Stock (the "Reserved Shares")
reserved for issuance upon the exercise of outstanding common stock purchase
warrants and options to purchase common shares. The Common Stock and the
Reserved Shares are hereinafter collectively referred to as the "Registrable
Shares".

         In connection therewith, we have examined and relied upon original,
certified, conformed, photostat or other copies of (a) the Articles of
Incorporation, as amended, and Bylaws of the Company; (b) resolutions of the
Board of Directors of the Company authorizing the issuance of the Registrable
Shares and related matters; (c) the Registration Statement and the exhibits
thereto; (d) the instruments defining the terms and conditions of the Reserved
Shares; and (e) such other matters of law as we have deemed necessary for the
expression of the opinion herein contained. In all such examinations, we have
assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon. As to the various questions of fact material to this
opinion, we have relied, to the extent we deemed reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments.



                                        1






         Based upon and subject to the foregoing, we are of the opinion that (1)
the currently outstanding Registrable Shares have been legally issued and are
fully paid and non-assessable, and (2) the Reserved Shares, when issued and upon
payment of the agreed upon consideration therefore, will be legally issued,
fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to use our name under the caption "Legal Matters" in
the prospectus comprising part of the Registration Statement.

                                         Sincerely,



                                         /s/ Atlas Pearlman, P.a.
                                         ---------------------------------------
                                         ATLAS PEARLMAN, P.A.





                                        2