gary b. wolff, p.c. Counselor-at-Law - -------------------------------------------------------------------------------- 747 Third Avenue / 25th Floor / New York, NY 10017 212-644-6446 Fax 212-644-6498 Exhibits 5 and 23 March 1, 2002 CONSENT AND OPINION OF COUNSEL Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549-1004 Gentlemen: I am securities counsel to BioShield Technologies, Inc., a Georgia corporation (the "Company"). I have, in such capacity, examined and am familiar with the Articles of Organization, as amended, and the By-laws of the Company, and have examined the records of corporate proceedings. I have also examined and am familiar with such other documents as I have considered necessary for rendering my opinion hereinafter set forth. Based upon the foregoing, I am of the opinion that the shares of Common Stock, no par value, of the Company reserved for issuance under the BioShield Technologies, Inc. 2002 Non-Statutory Stock Option Plan dated December 21, 2001 as Amended February 28, 2002 will, when issued in accordance with the terms of such plan, be legally issued, fully paid and nonassessable. In addition, I hereby consent to the use of our name in the above opinion filed with the Registration Statement on Form S-8. Very truly yours, /Gary B. Wolff/ ------------------- Gary B. Wolff GBW:th