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                  OPINION OF ATLAS, PEARLMAN, TROP & BORKSON
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                      ATLAS, PEARLMAN, TROP & BORKSON, P.A.
                           200 East Las Olas Boulevard
                                   Suite 1900
                            Fort Lauderdale, FL 33301


                                                      December 10, 1997

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

      Re:  Registration Statement on Form S-3;  Aquagenix, Inc. (the "Company");
           280,000 Shares of Common Stock

Gentlemen:

      This  opinion  is  submitted  pursuant  to  the  applicable  rules  of the
Securities  and  Exchange   Commission   ("Commission")   with  respect  to  the
registration  by the Company of the resale of an aggregate of 280,000  shares of
Common  Stock,  par value $.01 per share (the "Common  Stock") to be sold by the
Selling  Stockholders  designated in the Registration  Statement.  The shares of
Common  Stock to be sold  consist of 280,000  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 in the 280,000 Shares
are  180,000  Shares  issuable   pursuant  to  a  Subscription   Agreement  (the
"Agreement"),  and Warrants  issued  pursuant  thereto,  dated  October 27, 1997
between the Company and the Selling Stockholder and 100,000 Shares issuable upon
the conversion of options pursuant to a Restated Option Agreement dated April 1,
1997.

      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,  ByLaws, corporate minutes provided to us by the Company and such
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