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