EX-5.1
OPINION OF COUNSEL
[Letterhead of Cutler Law Group]
EXHIBIT 5
April 3,
DermaRX Corporation
284 Jackson Street
Denver, CO 80206
Gentlemen and Ladies:
I have reviewed a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, relating to
346,100 shares of common stock, $.001 par value per share (the "Shares") of
DermaRx Corporation (the "Company"), which Shares have been issued pursuant to
the Company's consulting agreement filed as an exhibit to the Registration
Statement (the "Agreement"), as well as in connection with the Company's
Officer Salary Reimbursement Plan.
I have examined the Articles of Incorporation, and the By-laws of the
Company and all amendments thereto, the Registration Statement and originals, or
copies, certified to my satisfaction, of such records of meetings, written
actions in lieu of meetings, or resolutions adopted at meetings, of the
directors of the Company, documents and such other documents and instruments as
in my judgment are necessary or appropriate to enable us to render the opinions
expressed below.
In examination of the foregoing documents, I have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly and validly authorized for issuance under the Agreement
and the Shares, when issued against payment therefore, in accordance with the
terms of the Agreement, will be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/ Cutler Law Group
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Cutler Law Group