EXHIBIT 5 LAW OFFICES OF C. TIMOTHY SMOOT Suite 174 23505 Crenshaw Boulevard Torrance, California 90505-5221 Telephone: 310/530-3366 Telecopier: 310/530-2211 E-mail: smoot@earthlink.net March 14, 1997 Board of Directors Material Technologies, Inc. East Tower, Suite 705 11835 W. Olympic Blvd. Los Angeles, CA 90064 Re: Material Technologies, Inc., Form S-1 Dear Sirs: I have formed a legal opinion regarding the proposed distribution of 369,172 shares of Class A Common Stock of Material Technologies, Inc., ("Matech"). In coming to my opinion, I have examined Matech 2's Certificate of Incorporation, the minutes of Matech's Board of Directors, Matech's Certificate of Incorporation and Bylaws, certain minutes of Material Technology, Inc., pertinent agreements relating to the spin-off of Matech from its parent Material Technology, Inc., Matech's Form S-1 Registration statement, and various other documents. In addition, I have discussed various aspects of the transaction with Robert M. Bernstein, Chairman and President of Matech and Jonathon Reuben, Matech's independent Certified Public Accountant. In forming this opinion, I have relied on the apparent bona fides of the documents which Matech provided to me and various representations of Mr. Robert Bernstein. In my opinion, the 369,172 shares of Matech's Class A Common Stock being registered for distribution to the shareholders of Material Technology, Inc., as of the effective date of the S-1 Registration Statement, will, when distributed be legally issued, fully paid and non-assessable. Very truly yours, C. Timothy Smoot C. Timothy Smoot Attorney