August 26, 1996 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 	RE:	Registration Statement on Form S-8 		Cyclodextrin Technologies Development, Inc. 		 Gentlemen: 	I have acted as counsel for Cyclodextrin Technologies Development, Inc. (the "Company") in connection with its proposed offering to certain consultants of Company of 49,400 common shares (par value $.0001). In connection with the proposed public offering and above-described registration statement, I have reviewed the following: 	1. The Certificate of Incorporation and amendments thereto of the Company; 	2. The By-Laws and amendments thereto of the Company; 	3. The minute books of the Company; and 	On the basis of such investigation and the examination of such other records as I deemed necessary, I am of the opinion that: 	a) the Company has been duly incorporated and is validly existing under the laws of the State of Florida; and 	b) The 49,400 shares have been duly authorized and when issued, will be legally issued by the Company and will be fully paid and nonassessable. 	I consent to the filing of this opinion as an Exhibit for the purpose of registering all or a portion of the Common Shares described in Form S-8 under the relevant state and federal securities laws. 						Sincerely, 						/s/ Bruce Brashear 						Bruce Brashear, Esq.