1001 MCKINNEY
18th FLOOR
HOUSTON, TEXAS 77002
FRANKLIN, CARDWELL & JONES 713.222.6025 TELEPHONE
A PROFESSIONAL CORPORATION 713.222.0938 FACSIMILE
INTERNET:
http://www.fcj.com
Exhibit 5.1
April 15, 2003
Surgical Safety Products, Inc.
8374 Market Street
Number 439
Bradenton, FL 34202
Gentlemen:
We have acted as counsel to Surgical Safety Products, Inc. (the "Company"), a
New York corporation, and have participated in the preparation and adoption of
the 2003 Stock Compensation Plan (the "Plan") and the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") with respect
to 8,000,000 shares (the "Shares") of Common Stock, $.001 par value, of the
Company to be offered to directors, officers, employees and consultants of the
Company pursuant to the Plan.
It is our opinion that the Shares have been duly authorized and that, when
issued either pursuant to a grant, stock award, or upon the exercise of an
option or the conversion of a warrant granted pursuant to the Plan, the Shares
will be validly issued, fully paid and nonassessable.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our opinion regarding the legality of 8,000,000 shares
of Surgical Safety Products, Inc. Common Stock, $.001 par value, to be issued
upon grants, stock awards, or exercise of options or conversion of warrants
granted pursuant to the 2003 Stock Compensation Plan.
/s/ Franklin, Cardwell & Jones
FRANKLIN, CARDWELL & JONES