Exhibit 5.1
 | ||||
| 201 South Main Street | ||||
| Suite 1800 | Mark E. Lehman | |||
| Salt Lake City, Utah | ||||
| 84111-2218 | ||||
| Post Office Box 45898 | Direct Dial | |||
| Salt Lake City, Utah | (801) 532-1234 | |||
| 84145-0898 | ||||
| Telephone 801 532-1234 | MLehman@pblutah.coml | |||
| Facsimile 801 536-6111 |
August 2, 2006
Board of Directors
Synthetic Blood International, Inc.
3189 Airway Avenue, Building C
Costa Mesa, CA 92626
| Re: | Post-effective Amendment No. 1 on Form S-1 to |
Registration Statement on Form S-2
SEC File No. 333-127532
Gentlemen:
We have examined the Post-effective Amendment on Form S-1 to the above-referenced Registration Statement (the “Amendment”) to be filed by you with the Securities and Exchange Commission on or about the date hereof in connection with the registration under the Securities Act of 1933, as amended, of the shares of common stock listed blow (the “Shares”):
| • | Up to 4,552,182 shares of common stock underlying convertible debentures in the remaining aggregate principal amount of $405,642 (registered under Registration Statement File No. 333-127532); |
| • | Up to 8,456,053 shares issuable upon the exercise of common stock purchase warrants that have an exercise price of $0.242 per share and expire July 13, 2008 (registered under Registration Statement File No. 333-127532); |
| • | Up to 2,266,666 shares issuable upon the exercise of common stock purchase warrants that have an exercise price of $0.47 per share and expire May 31, 2009 (registered under Registration Statement File No. 333-118759 and included in the Amendment pursuant to Rule 429); |
| • | Up to 437,500 shares issuable upon the exercise of common stock purchase warrants that have an exercise price of $0.275 per share and expire September 30, 2007 (registered under Registration Statement File No. 333-122057 and included in the Amendment pursuant to Rule 429); and |
| • | Up to 9,000,000 shares issuable upon the exercise of common stock purchase warrants that have an exercise price of $0.275 per share and expire December 31, 2007 (registered under Registration Statement File No. 333-122057 and included in the Amendment pursuant to Rule 429). |
As your legal counsel, we have examined the proceedings taken by you in connection with the sale of the convertible debentures and warrants listed above. It is our opinion that the Shares shall be, when issued in accordance with the terms of the convertible debentures and warrants, legally and validly issued, fully paid and non-assessable.
Board of Directors
Synthetic Blood International, Inc.
August 2, 2006
Page 2
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendment thereto.
Sincerely,
/s/ Parsons Behle & Latimer
Parsons Behle & Latimer
MEL/cm