Exhibit 5.1
HERTZOG, CALAMARI & GLEASON
100 Park Avenue
New York, NY 10017-5582
(212) 481-9500
Telefax: (212) 213-1199
November 27, 1996
Innotech, Inc.
Registration Statement on Form S-8
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Ladies and Gentlemen:
We have acted as special counsel for Innotech,
Inc., a Delaware corporation (the "Company"), in connection
with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission")
pursuant to the Securities Act of 1933, as amended (the
"Securities Act"). The Registration Statement is being
filed with respect to 41,400 shares of the common stock, par
value $.001 per share ("Common Stock"), of the Company (the
"1992 Shares") issuable pursuant to the Company's 1992
Performance Equity Plan (the "1992 Plan"), 200,000 shares of
Common Stock (the "PEP Shares") issuable by the Company
pursuant to the Company's Performance Equity Plan (the "PEP
Plan"), 200,000 shares of Common Stock (the "1996 Shares")
issuable by the Company pursuant to the Company's 1996
Equity Incentive Plan (the "1996 Plan"), 100,000 shares of
Common Stock (the "Directors' Shares") issuable by the
Company pursuant to the Company's Directors' Stock Option
Plan (the "Directors' Plan"), 356,800 shares of Common Stock
(the "Base Shares") issuable by the Company pursuant to the
Company's Employee Base Stock Option Agreements (the "Base
Agreements") and 824,000 shares of Common Stock (the
"Success Shares") issuable by the Company pursuant to the
Company's Employee Success Stock Option Agreements (the
"Success Agreements"). The 1992 Shares, the PEP Shares, the
1996 Shares, the Directors' Shares, the Base Shares and the
Success Shares are collectively referred to herein as the
"Shares." The 1992 Plan, the PEP Plan, the 1996 Plan and
the Directors' Plan are collectively referred to herein as
the "Plans." The Base Agreements and the Success Agreements
are collectively referred to herein as the "Agreements."
You have requested us to express certain opinions
in connection with the Registration Statement. We have
examined the Registration Statement, the Plans, the
Agreements, the Company's Certificate of Incorporation and
By-laws, each as amended, and Board of Directors'
resolutions authorizing the transactions contemplated in
connection with the Registration Statement. We have also
examined originals or copies, certified or otherwise
identified to our satisfaction, of such other corporate
documents and records of the Company and certificates of
public officials and officers of the Company, and have made
such other investigations, as we have deemed necessary or
appropriate in connection with expressing the opinions
below. As to questions of facts material to our opinions,
we have relied upon certificates of public officials and
information supplied to us by officers of the Company.
For purposes of this opinion, we have assumed the
genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity to
authentic originals of all documents submitted to us as
certified, conformed or photostatic copies.
Based upon the foregoing, we are of the opinion
that:
1. The Company is a corporation duly
incorporated and validly existing under the laws of the
State of Delaware.
2. All requisite corporate action has been taken
to authorize the issuance of the Shares pursuant to the
respective Plans and the Agreements.
3. When the Shares shall be issued and sold in
accordance with the provisions of each of the respective
Plans and Agreements, including receipt by the Company of
all consideration provided for in the respective Plans and
Agreements (but not less than the par value of the Common
Stock), the Shares will be duly and validly issued, fully
paid and non-assessable.
We are attorneys admitted to practice in the State
of New York and we have made such examination of the laws of
the State of New York, the General Corporation Law of the
State of Delaware and the federal law of the United States
of America as we have deemed relevant and necessary for the
purposes of this opinion. We do not purport to render any
opinion with regard to the laws of any other jurisdiction.
This will also advise you that Joel D. Zychick,
the Assistant Secretary of the Company and beneficial owner
of 9,381 shares of Common Stock, including 1,267 Shares
covered by the Registration Statement, is of counsel to this
firm.
We hereby consent to the filing of this opinion
with the Commission as an exhibit to the Registration
Statement, to the use of our name as special counsel with
respect to the Registration Statement and to all references
made to us therein.
Very truly yours,
/s/ Hertzog, Calamari & Gleason
Hertzog, Calamari & Gleason
Innotech, Inc.
5568 Airport Road
Roanoke, Virginia 24012
Attn: Ronald D. Blum, O.D.