ENDOVASC LTD INC
SB-2/A, EX-5, 2000-07-20
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                         SICHENZIA, ROSS & FRIEDMAN LLP
                                Attorneys At Law
                        135 West 50th Street, 20th Floor
                            New York, New York 10020
                              ---------------------

                            Telephone: (212) 664-1200
                            Facsimile: (212) 664-7329
                            E-Mail: [email protected]

                                                              July 20, 2000

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

         Re:      Endovasc Ltd., Inc.
                  Form SB-2 Registration Statement


Ladies and Gentlemen:

     We refer to the  above-captioned  registration  statement on Form SB-2 (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Act"), filed by Endovasc Ltd., Inc., a Nevada corporation (the "Company"), with
the Securities and Exchange Commission.

     We have  examined the  originals,  photocopies,  certified  copies or other
evidence of such records of the Company, certificates of officers of the Company
and  public  officials,  and other  documents  as we have  deemed  relevant  and
necessary as a basis for the opinion hereinafter expressed. In such examination,
we have assumed the  genuineness  of all  signatures,  the  authenticity  of all
documents   submitted  to  us  as  certified   copies  or  photocopies  and  the
authenticity of the originals of such latter documents.

     Based on our  examination  mentioned  above, we are of the opinion that the
securities being  registered to be sold pursuant to the  Registration  Statement
are duly  authorized  and will be,  when  sold in the  manner  described  in the
Registration  Statement,   legally  and  validly  issued,  and  fully  paid  and
nonassessable.

     We hereby  consent  to the filing of this  opinion  as  Exhibit  5.1 to the
Registration  Statement and to the  reference to our firm in the section  "Legal
Matters" in the Registration  Statement.  In giving the foregoing consent, we do
not  hereby  admit  that we are in the  category  of  persons  whose  consent is
required  under  Section  7 of the Act,  or the  rules  and  regulations  of the
Securities and Exchange Commission.

                                                  Very truly yours,

                                              /s/ Sichenzia, Ross & Friedman LLP
                                                  Sichenzia, Ross & Friedman LLP


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