Rubin, Bailin, Ortoli, Mayer & Baker LLP
                                 405 Park Avenue
                               New York, NY 10022



                                                         December 28, 2004



DermaPlus, Inc.
372 Fifth Avenue, Suite 10B
New York, NY 10018


                     Re: REGISTRATION STATEMENT ON FORM SB-2

Dear  Ladies and Gentlemen:

         We have acted as counsel to DermaPlus, Inc. (the "Company"), a Delaware
corporation, in connection with the preparation and filing of a Registration
Statement on Form SB-2 including a prospectus ("Prospectus") to be filed on
December 29, 2004 (the "Registration Statement") covering 1,000,000 authorized
but unissued shares of Common Stock, par value $0.001, being offered by the
Company (collectively, the "Shares"). Pursuant to the Registration Statement,
the Shares are to be sold to the public by the Company on a self-underwritten
basis.

         We have examined copies of the Articles of Incorporation, the By-Laws
of the Company, the Registration Statement, and such other corporate records,
proceedings and documents, including the consents of the Board of Directors of
the Company, as we have deemed necessary for the purpose of rendering this
opinion. In our examination of such material, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies submitted
to us. We have further examined the Delaware General Corporation Law, all
applicable provisions of the Delaware Constitution and the reported judicial
decisions interpreting those laws.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares, to be issued in accordance with the terms of the offering as set forth
in the Prospectus included as part of the Registration Statement, and when
issued and paid for, will constitute validly authorized and legally issued
Shares, fully paid and non-assessable.


         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the Prospectus.


                                                          Very truly yours,

                                                      /s/ Rubin, Bailin, Ortoli,
                                                           Mayer & Baker LLP
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