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Exhibit 5
[Greenberg Traurig, LLP Letterhead]
December 28, 2000
Bionutrics, Inc.
2425 East Camelback Road
Suite 650
Phoenix, Arizona 85016
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
As legal counsel to Bionutrics, Inc., a Nevada corporation
(the "Company"), we have assisted in the preparation of the Company's
Registration Statement on Form S-3 to be filed on December 29, 2000 with the
Securities and Exchange Commission (the "Registration Statement"), in connection
with the registration under the Securities Act of 1933, as amended (the
"Securities Act"), of the shares of common stock, par value $.001 per share, of
the Company covered by the Registration Statement (the "Shares") to be sold by
certain persons listed therein (the "Selling Shareholders"). The facts, as we
understand them, are set forth in the Registration Statement.
With respect to the opinion set forth below, we have examined
originals, certified copies, or copies otherwise identified to our satisfaction
as being true copies, only of the following:
A. The Restated Articles of Incorporation of the
Company, as filed with the Secretary of State of the State of Nevada on August
12, 1996, as amended to date;
B. The Bylaws of the Company, as amended through the
date hereof;
C. The Registration Statement; and
D. The Resolutions of the Board of Directors of the
Company dated September 7, 2000 relating to the approval of the filing of the
Registration Statement and the transactions in connection therewith.
Subject to the assumptions that (i) the documents and
signatures examined by us are genuine and authentic and (ii) the persons
executing the documents examined by us have the legal capacity to execute such
documents, and subject to the further limitations and qualifications set forth
below, based solely upon our review of items A through D above, it is our
opinion that, when (a) the Registration Statement as then amended shall have
been declared effective by the Securities and Exchange Commission, and (b) the
Shares have been duly delivered, paid for and
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Bionutrics, Inc.
December 28, 2000
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sold by the Selling Shareholders as described in the Registration Statement, the
Shares will be validly issued, fully paid, and nonassessable.
We have assumed, with respect to the Shares that are to be
sold by the Selling Shareholders, the payment by the Selling Shareholder (or the
prior holders thereof) of the full and sufficient consideration due from them to
the Company for such Shares.
Please be advised that we are members of the State Bar of
Arizona, and our opinion is limited to the legality of matters under the laws of
the State of Arizona and the General Corporation Laws of the State of Nevada.
Further, our opinion is based solely upon existing laws, rules and regulations,
and we undertake no obligation to advise you of any changes that may be brought
to our attention after the date hereof.
We hereby expressly consent to any reference to our firm in
the Registration Statement, inclusion of this Opinion as an exhibit to the
Registration Statement, and to the filing of this Opinion with any other
appropriate governmental agency.
Very truly yours,
/s/ Greenberg Traurig, LLP
