Exhibit 5.1
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
[LETTERHEAD OF RUSKIN, MOSCOU, EVANS AND FALTISCHEK, P.C.]
November 28, 2000
Frisby Technologies, Inc.
3195 Centre Park Blvd.
Winston-Salem, NC 27107
Re: Frisby 2000 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have acted as counsel to Frisby Technologies, Inc. (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of the Company's common stock, par value $.001 (the
"Shares"), which will be awarded to certain Company employees under the
above-referenced plan (the "Plan"). In connection with that registration, we
have reviewed the proceedings of the Board of Directors of the Company relating
to the registration and proposed issuance of the common stock, the Articles of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the General Corporation Law of the State of
Delaware.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
/s/ RUSKIN, MOSCOU, EVANS & FALTISCHEK, P.C.
