<PAGE>
Exhibit 5.1
August 30, 2000
Board of Directors
OraSure Technologies, Inc.
8505 S. W. Creekside Place
Beaverton, Oregon 97008
Re: OraSure Technologies, Inc.
Registration Statement on Form S-4
(Commission File No. 333-39210)
Gentlemen:
We have acted as counsel for OraSure Technologies, Inc., a Delaware
corporation ("OraSure"), and, at the request of OraSure, have examined the
above-referenced registration statement on Form S-4 (the "Registration
Statement"), filed by OraSure with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Act"), and the regulations
promulgated thereunder.
The Registration Statement relates to, among other things, the
registration under the Act of 45,503,307 shares (the "Shares") of common stock,
$.000001 par value per share, of OraSure, which is the maximum number of Shares
likely to be issued in connection with the proposed mergers (the "Mergers") of
STC Technologies, Inc., a Delaware corporation ("STC Technologies"), with and
into OraSure and of Epitope, Inc., an Oregon corporation ("Epitope"), with and
into OraSure, each pursuant to an Agreement and Plan of Merger, dated as of May
6, 2000 (the "Merger Agreement"), among Epitope, OraSure and STC Technologies,
all as described in the Registration Statement.
In the preparation of this opinion letter, we have examined originals
or copies identified to our satisfaction of (i) the Certificate of Incorporation
of OraSure, as filed with the State of Delaware; (ii) the Bylaws of OraSure;
(iii) all resolutions of the Board of Directors of OraSure relating to the
Mergers and the issuance of the Shares being registered under the Registration
Statement; (iv) the Merger Agreement; and (v) the Registration Statement,
including the exhibits thereto. We also have examined originals or copies of
such documents, corporate records, certificates of public officials and other
instruments, and have conducted such other
<PAGE>
OraSure Technologies, Inc.
August 30, 2000
Page 2
investigations of law and fact, as we have deemed necessary or advisable for
purposes of our opinion.
As to the matters of fact, we have relied upon the respective
representations of OraSure, STC Technologies and Epitope contained in the Merger
Agreement, and, where we have deemed appropriate, representations or
certificates of officers of OraSure or public officials. In our examinations,
we have assumed, without investigation, the genuineness of all signatures, the
authenticity of all documents and instruments submitted to us as originals, the
conformity to the originals of all documents and instruments submitted to us as
certified or conformed copies and the authenticity of the originals of such
copies, the correctness of all certificates, and the accuracy and completeness
of all records, documents, instruments and materials made available to us by
Orasure.
Our opinion is limited to the matters set forth herein and we express
no opinion other than as expressly set forth herein. In rendering the opinion
set forth below, we do not express any opinion concerning law other than the
federal law of the United States and the corporate law of the State of Delaware.
Our opinion is expressed as of the date hereof and is based on laws currently in
effect. Accordingly, the conclusions set forth in this opinion letter are
subject to change in the event that any laws should change or be enacted in the
future. We are under no obligation to update this opinion letter or to otherwise
communicate with you in the event of any such change.
Based upon and subject to the foregoing, it is our opinion that, upon
effectiveness of the Registration Statement and the approval of the Merger
Agreement by the respective stockholders of STC Technologies and Epitope, the
Shares, when issued upon consummation of the Mergers in accordance with the
terms of the Merger Agreement (including compliance with all conditions of the
Mergers set forth therein that are not waived by the parties thereto), will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the reference to our firm under the
captions "Legal Matters" and "The Mergers--Background of the Mergers" in the
Joint Proxy Statement/Prospectus forming a part of the Registration Statement.
In giving such consent we do not thereby admit that we are experts or otherwise
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/Stinson, Mag & Fizzell, P.C.
STINSON, MAG & FIZZELL, P.C.
