EXHIBIT 5.1



SICHENZIA ROSS FRIEDMAN FERENCE LLP
1065 AVENUE OF THE AMERICAS  NEW YORK NY 10018
TEL  212 930 9700   FAX  212 930 9725   EMAIL:
INFO@SRFLLP.NET

      January 8, 2003

VIA ELECTRONIC TRANSMISSION

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

Re:  Science Dynamics Corporation
Form SB-2 Registration Statement (File No. 333-102205)


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