Exhibit 5.1
Opinion re legality of
Dolgenos Newman & Cronin LLP
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EXHIBIT 5.1
Dolgenos Newman & Cronin LLP
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96 Spring Street, New York, N.Y. 10012
212-925 2800 Fax 212-925-0690
December 16, 1996
Avitar, Inc.
556 Washington Avenue, Suite 202
North Haven, Connecticut 06473
Tel.: (203) 234-7737
Gentlemen:
We have acted as counsel to Avitar, Inc., a Delaware corporation (the
"Company"), in connection with the Company's proposed offering of 300,000 shares
of Common Stock, $0.01 par value as described in that certain Registration
Statement (and the related Prospectus) on Form S-8 executed today by the Company
and to be filed with the Securities and Exchange Commission on December 16, 1996
(as amended, the "Registration Statement" and "Prospectus").
In rendering this opinion we have examined copies of the Registration Statement;
the Company's Certificate of Incorporation, as amended, and such other
instruments, certificates and documents as we have deemed necessary or
appropriate for the purpose of rendering this opinion.
In such examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents submitted to us as copies. We have further assumed for the
purpose of this opinion the due authorization and, as applicable, the due
execution and delivery by, or on behalf of, each of the parties thereto of the
above-referenced documents and all documents contemplated by the Registration
Statement to be executed.
Based on and subject to the foregoing, and limited in all respects to matters of
New York law and the General Corporation Law of the State of Delaware, we are of
the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware.
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Avitar, Inc.
December 16, 1996
Page 2
2. The Company has authorized capitalization of thirty million
shares, of which twenty-five million (25,000,000) shares are
Common Stock, $0.01 par value, and five million (5,000,000)
shares are Preferred Stock, $0.001 par value.
3. As of the date hereof, 8,091,884 shares of Common Stock
have been duly and validly issued and are fully paid
and non-assessable.
4. The shares of Common Stock included in the Registration
Statement will, when issued in accordance with the terms and
procedures set forth in the Registration Statement, constitute
legally and validly issued, fully paid and non-assessable
shares of Common Stock.
Very truly yours,
DOLGENOS NEWMAN & CRONIN LLP
By: /s/EUGENE M. CRONIN
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