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                Opinion of Atlas, Pearlman, Trop & Borkson, P.A.
                relating to the issuance of shares of securities
                      pursuant to the Consulting Agreement
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                      ATLAS, PEARLMAN, TROP & BORKSON, P.A.
                     200 East Las Olas Boulevard, Suite 1900
                         Fort Lauderdale, Florida 33301

                                 April 28, 1997

Aquagenix, Inc.
6500 N.W. 15th Avenue
Fort Lauderdale, FL  33309

      Re:   Registration Statement on Form S-8 - Aquagenix,  Inc. - Common Stock
            issued pursuant to Agreement with Advisor

Gentlemen:

      This  opinion  is  submitted  pursuant  to  the  applicable  rules  of the
Securities  and  Exchange  Commission  (the  "Commission")  with  respect to the
registration  by  Aquagenix,  Inc.  (the  "Company")  of an aggregate of 100,000
shares of Common Stock,  par value $.01 per share (the "Common  Stock"),  issued
pursuant to an Agreement with First Taconic Capital Corp. (the "Agreement").

      In our capacity as special  counsel to the Company,  we have  examined the
original, certified,  conformed, photostat or other copies of the Agreement, the
Company's  Certificate  of  Incorporation  (as  amended),  By-Laws and corporate
minutes provided to us by the Company. In all such examinations, we have assumed
the genuineness of all signatures on original  documents,  and the conformity to
originals or certified  documents  of all copies  submitted to us as  conformed,
photostat  or other  copies.  In passing  upon  certain  corporate  records  and
documents  of the  Company,  we have  necessarily  assumed the  correctness  and
completeness  of the statements  made or included  therein by the Company and we
express no opinion thereon.

      Based upon and in reliance of the  foregoing,  we are of the opinion  that
the  shares of Common  Stock  when  issued in  accordance  with the terms of the
Agreement, will be validly issued, fully paid and non-assessable.

      We hereby consent to the use of this opinion in the Registration Statement
on Form S-8 to be filed with the Commission.

                                       Very truly yours,

                                       ATLAS, PEARLMAN, TROP & BORKSON, P.A.


                                       /s/ Atlas, Pearlman, Trop & Borkson, P.A.