May 6, 1998



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

         Re:      Commonwealth Biotechnologies, Inc.
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         In our capacity as counsel to Commonwealth Biotechnologies, Inc., a
Virginia corporation (the "Company"), we have examined the Registration
Statement on Form S-8 (the "Registration Statement") in form as proposed to be
filed by the Company under the Securities Act of 1933, as amended, relating to
registration of 410,000 shares of the Common Stock, without par value, of the
Company (the "Common Stock"), pursuant to the terms of the Company's 1997 Stock
Incentive Plan (the "Plan"). In this regard, we have examined and relied upon
such records, documents and other instruments as in our judgment are necessary
or appropriate in order to express the opinions hereinafter set forth.

         Based upon the foregoing, we are of the opinion that the 410,000 shares
of Common Stock referred to in the Registration Statement, to the extent
actually issued pursuant to the Plan and in the manner and on the terms
described in the Plan, will be duly and validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.

                                      Very truly yours,

                                      LeClair Ryan, A Professional Corporation

                                      By:     /s/ J. Benjamin English
                                              -----------------------
                                               J. Benjamin English
                                               Vice President