Exhibit 5

January 17, 2001


Empyrean Bioscience, Inc.
23800 Commerce Park Road, Ste. A
Cleveland, OH  44122

     Re: Registration Statement on Form S-4 (SEC File No. 333-84147)

Ladies and Gentlemen:

     In  connection  with  the  Registration  Statement  on Form  S-4,  File No.
333-84147, including amendments and exhibits thereto ("Registration Statement"),
for the  proposed  registration  of  43,282,986  shares  of  common  stock  (the
"Shares") of Empyrean  Bioscience,  Inc. (the  "Company") in connection with the
reincorporation  merger (the "Merger") of Empyrean  Bioscience,  Inc., a Wyoming
corporation  ("Old  Empyrean"),  with  and  into the  Company,  a  wholly  owned
subsidiary  of  Old  Empyrean   formed  for  the  purpose  of   completing   the
reincorporation of Old Empyrean from Wyoming to Delaware pursuant to the Merger,
we are of the opinion  that at such time as the  registration  or  qualification
provisions of the  Securities  Act of 1933, as amended,  and such "Blue Sky" and
state  securities  laws as may be applicable  have been complied  with,  and the
certificates  representing  the Shares have been duly  executed by the  Company,
countersigned and registered by the transfer agent/registrar,  and exchanged for
shares for Old Empyrean as  contemplated  in the  Registration  Statement and in
accordance  with the terms of the  Merger,  the Shares  will be legally  issued,
fully paid, and non-assessable.

     In rendering this opinion,  we have reviewed and relied upon such documents
and records of the Company and Old Empyrean as we have deemed necessary and have
assumed the following:

     1. The  genuineness  of all signatures  and the  authenticity  of documents
submitted to us as originals,  and the  conformity to originals of all documents
submitted to us as copies;

     2. The accuracy and  completeness of the Company and Old Empyrean  records;
and

     3. The  completion  of the Merger of Old Empyrean with and into the Company
in accordance with the terms of the plan of merger between those entities and in
accordance with the laws of the States of Delaware and Wyoming.

     The opinions  expressed  herein are limited solely to the laws of the State
of Delaware.

     The opinions  expressed  herein are based upon the law and other matters in
effect on the date hereof,  and we assume no  obligation to revise or supplement
this  opinion  should  such  law be  changed  by  legislative  action,  judicial
decision, or otherwise,  or should any facts or other matters upon which we have
relied be changed.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement, to the use of our name in the prospectus included in the
Registration  Statement  under the caption "Legal Matters" and to the use of our
name on the cover page of the Registration Statement and reference to us and our
opinion in the exhibit index to the Registration Statement.

                                           Very truly yours,

                                           /s/ BENESCH, FRIEDLANDER,
                                               COPLAN & ARONOFF LLP

                                        2