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Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
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ATLAS, PEARLMAN, TROP & BORKSON, P.A.
200 East Las Olas Boulevard, Suite 1900
Fort Lauderdale, FL 33301
Direct Line: (954) 766-7819
April 24, 1997
Aquagenix, Inc.
6500 N.W. 15th Avenue
Fort Lauderdale, FL 33309
Re: Registration Statement on Form S-8 for Aquagenix, Inc.'s 1994
Employee Stock Option Plan and Amended and Restated Directors Stock
Option Plan
Ladies and Gentlemen:
On the date hereof, Aquagenix, Inc., a Delaware corporation (the
"Company"), sent for filing with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-8 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to the offering and sale by the Company of up to
an additional 700,000 shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), pursuant to stock options ("Options") granted or to
be granted under the Company's 1994 Employee Stock Option Plan (the "1994 Plan")
and the Amended and Restated Directors Stock Option Plan (the "Directors Plan").
We have acted as counsel to the Company in connection with the preparation and
filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or
a copy, certified to our satisfaction, of (i) the Articles of Incorporation and
Bylaws of the Company; (ii) records of corporate proceedings of the Company
authorizing and increasing the amount of shares of Common Stock available for
issuance pursuant to the 1994 Plan and Amended and Restated Directors Plan;
(iii) the Registration Statement and exhibits thereto; and (iv) such other
Aquagenix, Inc.
April 24, 1997
Page 2
documents and instruments as we have deemed necessary for the expression of the
opinions herein contained. In making the foregoing examinations, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies. As to various
questions of fact material to this opinion, we have relied, to the extent we
deemed reasonably appropriate, upon representations of officers or directors of
the Company and upon documents, records and instruments furnished to us by the
Company, without independently checking or verifying the accuracy of such
documents, records and instruments.
Based upon the foregoing examination, we are of the opinion that the
Company presently has available at least 700,000 shares of authorized and
unissued Common Stock from which the 700,000 shares of Common Stock proposed to
be sold pursuant to the exercise of Options granted under the 1994 Plan and the
Directors Plan may be issued. In addition, assuming that the Company maintains
an adequate number of authorized but unissued shares of Common Stock available
for issuance to those persons who exercise their Options, and that the
consideration for the underlying shares of Common Stock issued pursuant to the
Options is actually received by the Company as provided in the 1994 Plan and the
Directors Plan, we are of the opinion that the shares of Common Stock issued
pursuant to the exercise of Options granted under and in accordance with the
terms of the 1994 Plan and the Directors Plan will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.
Sincerely
ATLAS, PEARLMAN, TROP & BORKSON, P.A.
/S/ ATLAS, PEARLMAN, TROP & BORKSON, P.A.
RB/lgk