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                                                                     EXHIBIT 5.1

                                 March 28, 2001

Board of Directors
Empyrean Bioscience, Inc.
23800 Commerce Park Road, Suite A
Cleveland, OH  44122

Gentlemen:

Empyrean Bioscience, Inc., a Delaware corporation (the "Company"), intends to
file with the Securities and Exchange Commission under the Securities Act of
1933, as amended, a Registration Statement on Form S-8 (the "Registration
Statement") with respect to 11,471,021 shares (the "Shares") of the Company's
common stock, without par value (the "Common Stock"), issued or to be issued
from time to time pursuant to the Empyrean Diagnostics Ltd. Stock Option Plan
and the 1998 Empyrean Bioscience Stock Plan (the "Plans") of the Company, and as
incentive compensation under employment agreements and compensation under
consulting agreements (the "Agreements"). Capitalized terms not defined in this
letter have the meanings given to them in the Plans.

You have requested our opinion in connection with the Company's filing of the
Registration Statement. In this connection, we have examined and relied upon
originals or copies, certified or otherwise identified to our satisfaction as
being true copies, of all such records of the Company, all such agreements,
certificates of officers of the Company and others, and such other documents,
certificates and corporate or other records as we have deemed necessary as a
basis for the opinions expressed in this letter, including, without limitation,
the Company's Articles of Incorporation and the Registration Statement.

In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals and the conformity to authentic original documents of all
documents submitted to us as certified or photostatic copies.

We have investigated such questions of law for the purpose of rendering the
opinions in this letter as we have deemed necessary. We express no opinion in
this letter concerning any law other than the General Corporation law of the
State of Delaware.

This opinion is being rendered to you as of today. The opinions expressed herein
assume that there are no changes in the facts, circumstances and law in effect
on the date of this opinion particularly as they relate to corporate authority
and the Company's good standing under Delaware law. We have assumed the Company
will remain in good standing as a Delaware corporation when shares of Common
Stock are sold pursuant to the Plans and the Agreements.



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On the basis of and in reliance on the foregoing, we are of the opinion that the
Shares of the Common Stock to be issued pursuant to the Plans, and as
compensation under the Agreements, when and if issued in accordance with the
terms of the Plans and the Agreements, will be legally issued, fully paid and
nonassessable.

The opinion in this letter is rendered only to the Company in connection with
the filing of the Registration Statement. We consent to the filing of this
letter as an exhibit to the Registration Statement. The opinion may not be
relied upon by the Company for any other purpose. This letter may not be
paraphrased, quoted or summarized, nor may it be duplicated or reproduced in
part.



                                             Very truly yours,

                                             BENESCH, FRIEDLANDER,
                                               COPLAN & ARONOFF LLP