OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
505 PARK AVENUE
NEW YORK, NEW YORK 10022
September 13, 2000
212-451-2252
[email protected]
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: BioSynetch, Inc.
Commission File No. 0-27179
Registration Statement on Form SB-2
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Gentlemen:
Reference is made to the Registration Statement on Form SB-2 dated
September 13 2000, (the "Registration Statement"), filed with the Securities and
Exchange Commission by BioSyntech, Inc., a Nevada corporation (the "Company").
The Registration Statement relates to the resale of an aggregate of 7,537,036
shares (the "Shares") of the Company's Common Stock, $.001 par value (the
"Common Stock") issuable upon exchange of non-voting exchangeable shares (the
"Class A Shares") of Bio Syntech Canada, Inc., a wholly-owned subsidiary of the
Company.
We advise you that we have examined original or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, minutes of meetings of the Board of Directors and
stockholders of the Company, the Registration Statement, and such other
documents, instruments and certificates of officers and representatives of the
Company and public officials, and we have made such examination of the law as we
have deemed appropriate as the basis for the opinion hereinafter expressed. In
making such examination, we have assumed the genuineness of all signatures, the
authenticity of all
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September 13, 2000
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documents submitted to us as originals, and the conformity to original documents
of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that:
The Shares have been duly authorized and reserved for and when issued
in accordance with the terms of the Class A Shares will be legally paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we further consent to the reference to this firm
under the caption "Legal Matters" in the Registration Statement and the
Prospectus forming a part thereof.
Very truly yours,
/S/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
