Exhibit 5


                                  LAW OFFICES

              LIPPENBERGER, THOMPSON, WELCH, SOROKO & GILBERT LLP
                             250 MONTGOMERY STREET
                                   SUITE 500
                          SAN FRANCISCO, CA 94104-3401
                                 (415) 421-5300
                                                                      FACSIMILE
                                                                  (415) 421-0225



                                January 26, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


        Re: BioTime, Inc.
            Registration Statement on Form S-3


Ladies/Gentlemen:

   
     We  are  counsel  to  BioTime,  Inc. (the "Company") in connection with the
offer  and sale of up to 751,654 Common Shares (the "Shares"), including 501,654
Shares  issuable  upon  the  exercise of subscription rights (the "Rights") that
will  be  issued  and distributed by the Company to the holders of record of its
Common  Shares,  plus  up  to an additional 250,000 Shares that may be issued to
fill  over-subscriptions  of  those Rights. The Company will issue one Right for
each  Common  Share  that was outstanding on January 5, 1999, which has been set
as  the record date for determining shareholders entitled to receive the Rights.
The  issuance  of  the  Rights  and  the  offer  and sale of the Shares is being
registered  under  the  Securities  Act  of  1933,  as  amended,  pursuant  to a
Registration Statement on Form S-3, File No. 333-69179.
    

     We  are of the opinion that when the Rights are granted as described in the
Registration  Statement,  the  Rights will be the legally and validly issued and
outstanding  and will constitute binding obligations of the Company, enforceable
in  accordance with their terms. We are also of the opinion that when the Shares
are   issued   and   sold   upon   the  exercise  of  the  Rights  and  to  fill
over-subscriptions,  in  accordance  with the terms and provisions of the Rights
and  the  Registration  Statement, the Shares will be legally and validly issued
and outstanding, fully paid and nonassessable.

     The  foregoing  opinion  is  limited to the laws of the State of California
and the Federal laws of the United States of America.

     We hereby consent to the use of our opinion in the Registration Statement.


                             Very truly yours,


                             Lippenberger, Thompson, Welch, Soroko & Gilbert LLP