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LECLAIR RYAN
ALEXANDRIA OFFICE: A PROFESSIONAL CORPORATION BRADLEY A. HANEBERG
TELEPHONE: (703) 684-8007 ATTORNEYS AT LAW
ELEVENTH FLOOR, 707 EAST MAIN STREET Direct Dial: (804) 343-4180
BLACKSBURG OFFICE: RICHMOND, VIRGINIA 23219 Direct Fax: (804) 783-7642
TELEPHONE: (540) 961-2762 E-MAIL: [email protected]
TELEPHONE: (804) 783-2003
CHARLOTTESVILLE OFFICE: FACSIMILE: (804) 783-2294 FILE NUMBER:
TELEPHONE: (804) 971-7771
INNSBROOK OFFICE:
TELEPHONE: (804) 270-0070
NORFOLK OFFICE:
TELEPHONE: (757) 624-1454
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December 15, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Commonwealth Biotechnologies, Inc.
Registration Statement on Form S-3
Registration No. 333-51078
Ladies and Gentlemen:
In our capacity as counsel to Commonwealth Biotechnologies, Inc., a
Virginia corporation (the "Company"), we have examined the Registration
Statement on Form S-3 (the "Registration Statement") as filed by the Company
under the Securities Act of 1933, as amended, relating to registration of the
resale of up to 868,552 shares (the "Resale Stock") of the Common Stock,
without par value, of the Company (the "Common Stock"). In this regard, we have
examined and relied upon such records, documents and other instruments as in our
judgment are necessary or appropriate in order to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that the Resale Stock,
to the extent actually issued, will be duly and validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
LeClair Ryan, A Professional Corporation
By: /s/ Bradley A. Haneberg
Vice President
