Exhibit 5

                         [MCCARTHY TETRAULT LETTERHEAD]


                                                      Montreal, May 4, 1999


Phoenix International Life Sciences Inc.
2350 Cohen Street
Ville St-Laurent, Quebec
H4R 2N6

           Re:      Phoenix International Life Sciences Inc.
                    Registration Statement on Form S-8       
                    ----------------------------------------

Sirs:

           We have acted as Canadian counsel to Phoenix International Life 
Sciences Inc., a Canada corporation (the "Company"), in connection with the 
preparation of the Company's Registration Statement on Form S-8 (the 
"Registration Statement") to be filed under the SECURITIES ACT OF 1933, as 
amended, for the registration of o common shares (the "Shares") of no par 
value of the Company reserved for sale and issuance by the Company pursuant 
to (1) the Company's Key Employee Share Option Plan (the "Phoenix Plan") and 
(ii) the Chrysalis International Corporation 1996 Stock Option Plan, the DNX 
Corporation 1991 Stock Option Plan and the DNX Corporation 1988 Stock Plan 
(collectively, the "Chrysalis Plan'').

           In this connection, we have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and such agreements, certificates of public officials, certificates of
the Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinion set forth
herein.

           In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. In making our examination of
documents executed or to be executed by parties other than the Company, we have
assumed that such parties had or will have the capacity and power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties and the validity and binding effect
thereof. As to any facts material to the opinions expressed herein, we have
relied upon certificates of public officials and statements or certificates of
other officers or representatives of the Company.

           We express no opinion concerning any law other than the substantive
law of the Province of Quebec and the laws of Canada applicable therein.

           Based upon and subject to the foregoing, we are of the opinion 
that the Shares, when issued for value in accordance with the terms and 
conditions of the Phoenix Plan or the Chrysalis Plans, as the case may be,and 
pursuant to the Registration Statement, will be validly issued as fully paid 
and non-assessable.




                                                                          Page 2

           We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

           This opinion relates exclusively to the filing of the aforementioned
Registration Statement and is for the sole use and benefit to the parties to
whom it is addressed. Accordingly, it cannot be relied upon by any other person
without our express written consent and without the express written consent of
the Company.

                                           Very truly yours,

                                           McCarthy Tetrault