EXHIBIT 5
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ROBERT R. SANDERS | ||
ART BAKER | ONE MAXOR PLAZA | |
MITCH D. CARTHEL | 320 S. POLK STREET, SUITE 700 | MAILING ADDRESS: |
ROGER S. COX | AMARILLO, TEXAS 79101 | |
RUSS DEVORE* | P.O. BOX 2667 | |
EDWARD L. MORRIS | (806) 372-2020 | AMARILLO, TEXAS 79105-2667 |
CHRIS WRIGHT | ||
ZANE J. VAUGHN | FAX (806) 372-3725 | |
JUSTIN E. MYERS | ||
JOHN B. ATKINS | sender’s email: jatkins@sandersbaker.com | |
*Admitted in Texas, New Mexico, Oklahoma & Colorado |
May 12, 2006
Amarillo Biosciences, Inc.
4134 Business Park Dr.
Amarillo, Texas 79110
RE: | Issuance of Stock Pursuant to S-8 Registration Statement |
Gentlemen:
Pursuant to your request, we have examined the S-8 Registration Statement to be filed with the Securities and Exchange Commission, registering 500,000 shares of common stock in the company. We have further examined the Certificate of Incorporation, Articles of Incorporation, Bylaws, any amendments thereto, and all such corporate records and documents that we believed were necessary or relevant to enable us to render an opinion in this matter.
Based solely on the foregoing examination, it is our opinion that, when sold or granted, and issued according to the 2006 Employees Stock Option and Stock Bonus Plan, the shares of common stock covered by the Registration Statement will be legally issued, fully paid, and non assessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours, | ||
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SANDERS BAKER PC | ||
Edward L. Morris | ||
ELM/mh |