SICHENZIA, ROSS, FRIEDMAN & FERENCE LLP
                                Attorneys At Law
                        135 West 50th Street, 20th Floor
                            New York, New York 10020
                              ---------------------

                            Telephone: (212) 664-1200
                            Facsimile: (212) 664-7329


                                                        September 4, 2001



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

         Re:      Science Dynamics Corporation
                  Form SB-2 Registration Statement (File No. 333-62226)


Ladies and Gentlemen:

         We refer to the above-captioned registration statement on Form
SB-2 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Act"), filed by Science Dynamics Corporation, a Delaware
corporation (the "Company"), with the Securities and Exchange Commission.

         We have examined the originals, photocopies, certified copies
or other evidence of such records of the Company, certificates of officers
of the Company and public officials, and other documents as we have deemed
relevant and necessary as a basis for the opinion hereinafter expressed.
In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as certified copies or
photocopies and the authenticity of the originals of such latter documents.

         Based on our examination mentioned above, we are of the opinion
that the securities being sold pursuant to the Registration Statement are
duly authorized and will be, when issued in the manner described in the
Registration Statement, legally and validly issued, fully paid and
non-assessable.


         We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the reference to our firm under "Legal
Matters" in the related Prospectus. In giving the foregoing consent, we
do not hereby admit that we are in the category of persons whose consent
is required under Section 7 of the Act, or the rules and regulations of
the Securities and Exchange Commission.


                           Very truly yours,


                           /s/  SICHENZIA, ROSS FRIEDMAN & FERENCE LLP

                           Sichenzia, Ross, Friedman & Ference LLP