<PAGE>
BONDY & SCHLOSS LLP
ATTORNEY AT LAW
6 EAST 43RD STREET
NEW YORK, N.Y. 10017 - 4656
----------
212 661-3535
FAX 212 972-1677
June 20, 2000
The Hydrogiene Corporation
12335 World Trade Drive
Suite 8
San Diego, CA 92128
Ladies and Gentlemen:
We have acted as counsel to The Hydrogiene Corporation, a
Florida corporation (the "Company"), in connection with a Registration Statement
on Form S-8 (the "Registration Statement") being filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating to
the registration of an aggregate 7,471,674 shares (the "Shares") of Common
Stock, $.0001 par value per share, issuable to Michael N. Brette, Henry Lloyd
and Bruce Barren of Hanover Federal Capital Corporation, Joseph Cerbone, George
Grosek, John Bailey and Norman Arikawa pursuant to agreements with the Company
(the "Agreements").
In connection with the foregoing, we have examined originals
or copies, satisfactory to us, of all such corporate records and of all such
agreements, certificates 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 originals and the conformity with the original
documents of all documents submitted to us as copies. As to any facts material
to such opinion, we have, to the extent that relevant facts were not
independently established by us, relied on certificates of public officials and
certificates of officers or other representatives of the Company.
Based upon and subject to the foregoing, we are of the opinion
that, when issued and paid for in accordance with the Agreements, the Shares
will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York and are not
licensed or admitted to practice law in any other jurisdiction. Accordingly, we
express no opinion with respect to the laws of any jurisdiction other than the
State of New York and the federal laws of the United States.
<PAGE>
The Hydrogiene Corporation
June 20, 2000
Page 2
We hereby consent to the use of our opinion as herein set
forth as an exhibit to the amended Registration Statement. In giving such
consent, we do not thereby concede that we are in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations thereunder.
Very truly yours,
/s/ Bondy & Schloss LLP
Bondy & Schloss LLP
