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EXHIBIT 5.1
RICHARD I. ANSLOW & ASSOCIATES
4400 ROUTE 9 SOUTH, 2ND FLOOR
FREEHOLD, NEW JERSEY 07728
Telephone (732) 409-1212
Facsimile (732) 577-1188
August 11, 2000
Combined Opinion and Consent
The Auxer Group, Inc.
12 Andrews Drive
West Paterson, New Jersey 07424
Re: The Auxer Group, Inc.
Gentlemen:
We have acted as counsel to The Auxer Group, Inc.,
a Delaware corporation (the "Company"), in
connection with the preparation and filing with
the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933 as
amended (the "Act") of the Company's Registration
Statement on Form S-8, filed contemporaneously
with the Commission relating to the registration
under the Act of 17,500,000 shares (the "Shares")
of the Company's Common Stock, $0.001 par value
(the "Common Stock").
In rendering this opinion, we have reviewed the
Registration Statement on Form S-8, as well as a
copy of the Certificate of Incorporation of the
Company, as amended, and the By-Laws of the
Company. We have also reviewed such statutes and
judicial precedents as we have deemed relevant and
necessary as a basis for the opinion hereinafter
expressed. In our examination, we have assumed
the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of
all documents submitted to us as originals, the
conformity with, the original documents of all
documents submitted to us as certified or
photostatic copies, and the authenticity of the
originals of such copies.
Based on the foregoing and in reliance thereon,
and subject to the qualifications and limitations
set forth herein, we are of the opinion that:
(1) The Company has been duly incorporated and
is a validly existing corporation under the laws
of the State of Delaware;
(2) The Shares, when issued in connection with
the agreements (copies annexed to the Registration
Statement), will be legally issued, fully paid and
non-assessable.
This opinion is limited to the General Corporation
Law and the Constitution of the State of Delaware
and we express no opinion with respect to the laws
of any other jurisdiction. We consent to your
filing this opinion with the Securities and
Exchange Commission as an exhibit to the
Registration Statement on Form S-8. This opinion
is not to be used, circulated, quoted or otherwise
referred to for any other purpose without our
prior written consent.
Very truly yours,
RICHARD I. ANSLOW & ASSOCIATES
By: /s/ Richard I. Anslow
Richard I. Anslow
RIA/tp
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