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EXHIBIT 5.1
OPINION OF SNOW BECKER KRAUSS P.C.
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September 29, 2000
Univec, Inc.
22 Dubon Court
Farmingdale, New York 11735
Re: Registration Statement on Form S-8 relating to 1,000,000
shares of common stock, par value $.001 per share, of Univec,
Inc. issued pursuant to the Consultant Compensation Plan.
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Gentlemen:
We are counsel to Univec, Inc. , a Delaware corporation (the
"Company"), in connection with the filing by the Company with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), of a registration statement on Form S-8 (the "Registration
Statement") relating to 1,000,000 shares (the "Shares") of the Company's common
stock, par value $.001 per share (the "Common Stock") issuable pursuant to the
Consultant Compensation Plan (the "Compensation Plan").
We have examined and are familiar with originals or copies, certified
or otherwise identified to our satisfaction, of the Certificate of Incorporation
and By-Laws of the Company, as each is currently in effect, the Registration
Statement, the Compensation Plan, resolutions of the Board of Directors of the
Company relating to the authorization of the Compensation Plan and the proposed
registration and issuance of the Shares and such other corporate documents and
records and other certificates, and we have made such investigations of law as
we have deemed necessary or appropriate in order to render the opinions
hereinafter set forth.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of all 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 or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein which were not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Based upon and subject to the foregoing, we are of the opinion that the
Shares issuable pursuant to the Compensation Plan have been duly and validly
authorized and when issued in accordance with the Compensation Plan, will be
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 in the Registration Statement to
this firm under the heading "Legal Counsel." In giving this
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consent, we do not hereby admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Snow Becker Krauss P.C.
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SNOW BECKER KRAUSS P.C.
