Exhibit 5

                                                        February 13, 1996

Water-Jel Technologies, Inc.
243 Veterans Boulevard
Carlstadt, New Jersey 07072

Gentlemen:

         We have acted as counsel to Water-Jel Technologies, Inc., a New York
corporation (the "Company") in connection with the registration by the Company
of 1,560,856 Redeemable Class B Warrants and 3,327,475 shares of Common Stock,
$.08 par value (the "Securities") which are the subject of a Registration
Statement on Form S-3 under the Securities Act of 1933, as amended (the "Act").

         As counsel to the Company we have examined and relied upon the original
or copies, certified of otherwise identified to our satisfaction, of such
documents, corporate records and other instruments as we have deemed necessary
in order to render the following opinion.

         Based upon the foregoing, we are of the opinion that the Securities to
be issued by the Company are duly authorized and, when issued and paid for in
accordance with their terms as described in the Registration Statement, will be
validly issued, fully paid and nonassessable.

         We are aware that we are referred to under the caption "Legal Matters"
in the Prospectus included in the Registration Statement and we hereby consent
to such reference to us and to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, however, we do not hereby imply
or admit that we are within the category of persons whose consent is required
under Section 7 of the Act or under the General Rules and Regulations of the
Securities and Exchange Commission adopted thereunder.

                                                    Very truly yours,

                                                    /s/ Oscar D. Folger
                                                    Oscar D. Folger

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