================================================================================
                  OPINION OF ATLAS, PEARLMAN, TROP & BORKSON
================================================================================

                        ATLAS, PEARLMAN, TROP & BORKSON

                           Direct Line: (954) 766-7833




                                 June 3, 1997



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

      Re:   Registration Statement on Form S-3;  Aquagenix, Inc.
            (the "Company");  295,528 Shares of Common Stock

Gentlemen:

      This  opinion  is  submitted  pursuant  to  the  applicable  rules  of the
Securities  and  Exchange  Commission  with respect to the  registration  by the
Company of the resale of an aggregate  of 295,528  shares of Common  Stock,  par
value $.01 per share (the "Common Stock") to be sold by the Selling Shareholders
designated in the Registration Statement.  The shares of Common Stock to be sold
consist of 295,528  shares (the  "Shares") of Common  Stock,  par value $.01 per
share  ("Common  Stock")  offered  hereby  are  being  sold by  certain  selling
stockholders (the "Selling Stockholders') of Aquagenix, Inc. (the "Company"), if
at all, on a delayed basis.  Included among the Shares to be sold by the Selling
Stockholders  are an  aggregate  of 50,000  Shares  issued upon the closing of a
private placement on February 28, 1997, 83,333 Shares issued upon the closing of
a private  placement on May 19, 1997,  12,195 Shares acquired from a stockholder
of the Company in a private  transaction,  and the remaining  150,000 Shares are
issuable upon conversion of options held by four of the Selling Stockholders.

      In our capacity as counsel to the Company,  we have examined the original,
certified,  conformed, photostat or other copies of the Company's Certificate of
Incorporation, By-Laws, corporate minutes provided to us by the Company and such







Aquagenix, Inc.
June 3, 1997
Page 2



other   documents  and  instruments  as  we  deemed   necessary.   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 opinion  that the
Common Stock is validly issued, fully paid and non-assessable.

      We hereby consent to the use of this opinion in the Registration Statement
on Form S-3 to be filed with the Commission.

                                Very truly yours,

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

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

RKB/ms