July 21, 2000
Generex Biotechnology Corporation
33 Harbour Square, Suite 202
Toronto, Ontario
Canada M5J262
Re: Registration Statement on Form S-3
File No. 333-41062
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Gentlemen/Ladies:
We have acted as counsel to Generex Biotechnology Corporation (the "Company") in
connection with the preparation and filing of the above-captioned Registration
Statement (the "Registration Statement") relating to a public offering of up to
2,272,506 shares of the Company's Common Stock of the par value $.001 (the
"Shares"). The Shares are proposed to be sold pursuant to the Registration
Statement by shareholders of the Company for their own accounts, and include
Common Stock reserved for issuance upon the exercise of certain outstanding
warrants (the "Warrants").
We are familiar with the Registration Statement. We have reviewed the Company's
Certificate of Incorporation and By-laws, each as amended to date. We also have
examined such public and private corporate documents, certificates, instruments
and corporate records, and such questions of law, as we have deemed necessary
for the purpose of expressing an opinion on the matters set forth below. In all
examination of documents we have assumed the genuineness of all signatures
appearing on such documents, and the genuineness and authenticity of all copies
of the original document.
On the basis of the foregoing, we are of the opinion that the outstanding Shares
are, and that the Shares issuable upon the exercise of Warrants, when issued and
sold upon the exercise of the Warrants will be, validly issued, fully paid and
non-assessable.
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Generex Biotechnology Corporation
July 21, 2000
Page 2
We consent to the filing of this opinion as an Exhibit to the Registration
Statement.
Very truly yours,
By: /s/ Joseph Chicco
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Joseph Chicco
