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

                                 March 31, 1997

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

         RE:      REGISTRATION STATEMENT ON FORM S-3 - AQUAGENIX, INC.

Gentlemen:

         This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission (the "Commission") with respect to the
registration by Aquagenix, Inc. (the "Company") of the resale of an aggregate of
1,437,500 shares of Common Stock, par value $.01 per share (the "Common Stock"),
and 1,437,500 redeemable Common Stock Purchase Warrants to be sold by the
Selling Shareholders designated in the Registration Statement. The shares of
Common Stock and Warrants to be sold were issued upon the closing of the
Company's Initial Public Offering pursuant to the Company's Registration
Statement dated September 12, 1994.

         In our capacity as special counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Certificate of Incorporation (as amended), By-Laws and corporate minutes
provided to us by the Company. 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 the opinion that
the shares of Common Stock and Warrants have been 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.