Exhibit 5.1
BARATTA & GOLDSTEIN
ATTORNEYS AT LAW
597 FIFTH AVENUE
NEW YORK, N.Y. 10017
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JOSEPH P. BARATTA (212) 750-9700 FACSIMILE: (212) 750-8297
HOWARD J. GOLDSTEIN BARAGOLD@COMPUSERVE.COM
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LOUIS R. AIDALA OF COUNSEL
JOAN PALERMO MARGARET M. STANTON
JOSEPH A. BARATTA* LINDA MARYANOV
SAMUEL M. GREENFIELD
* Admitted in NY and NJ
June 23, 2003
Calypte Biomedical Corporation
1265 Harbor Bay Parkway
Alameda, CA 95402
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel for Calypte Biomedical Corporation (the
"Company"), in connection with the preparation and filing of the Company's
Registration statement on Form S-8 under the Securities Act of 1933, as amended,
(the "Registration Statement"), relating to 13,000,000 shares (on a post split
basis after giving effect to the Company's 1:30 reverse split effective May 28,
2003) of the Company's common stock, $0.03 par value, (the "Common Stock"). Of
the Common Stock, 10,000,000 are issuable under the Company's 2000 Equity
Incentive Plan, as amended to date (the "Equity Plan"), 2,000,000 are issuable
under the Company's 1995 Director's Option Plan, as amended to date (the
"Director Plan"), and 1,000,000 are issuable under the Company's 1995 Employee
Stock Purchase Plan, as amended to date (the "Incentive Plan", collectively
referred to as the "Plans").
We have examined the Certificate of Incorporation, as amended, and the
By-Laws of the Company and all amendments thereto, the Registration Statement
and originals, or copies certified to our satisfaction, of such records and
meetings, written actions in lieu of meetings, or resolutions adopted at
meetings, of the directors of the Company. We have relied upon representations
contained in Officers` Certificates and Board Resolutions, and such other
documents and instruments as in our judgment are necessary or appropriate to
enable us to render the opinions expressed below.
Based upon the foregoing and our examination of such questions of law
as we have deemed necessary or appropriate for the purpose of this opinion, and
assuming that (i) the Registration Statement becomes and remains effective
during the period when the Shares are offered, issued and sold, (ii) the Shares
to be sold are issued in accordance with the terms of the Plans, (iii) the
Company receives the full consideration for the Shares as stated in the Plans,
(iv) the per share consideration for each Share includes payment of cash or
other lawful consideration at least equal to the par value of the Company's
common stock and is deemed to be fair and reasonable consideration, and (v) all
applicable securities laws are complied with, it is our opinion that when issued
and sold by the Company, after payment therefore in the manner provided in the
agreements which accompany the applicable Plans, the Shares will be validly
issued, fully paid and nonassessable.
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This opinion is rendered to you in connection with the Registration
Statement and is solely for your benefit. This opinion may not be relied upon by
you for any other purpose, or relied upon by any other person, firm, corporation
or other entity for any purpose, without our prior written consent. We disclaim
any obligation to advise you of any change of law that occurs, or any facts of
which we may become aware, after the date of this opinion
Further, we consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Baratta & Goldstein
/s/ JOSEPH P. BARATTA
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Joseph P. Baratta, Esq.
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