EXHIBIT 5.1
DUNCAN, BLUM & ASSOCIATES
ATTORNEYS AT LAW
[email protected]
Carl N. Duncan David E. Blum
5718 Tanglewood Drive 1863 Kalorama Road, N.W.
Bethesda, Maryland 20817 Washington, D.C. 20009
(301) 263-0200 (202) 232-6220
(301) 263-0300 (Fax) (202) 232-7891 (Fax)
September 26, 2000
BioQuest International, Inc.
11217 Silverleaf Drive
Fairfax Station, Virginia 22039
Re: BioQuest International, Inc. Registration Statement on Form SB-2 Relating
to the Offer and Sale of 1,875,000 Shares of Common Stock Ladies and
Gentlemen:
Since June 8, 2000, this firm has acted as securities counsel for
BioQuest International, Inc. (the "Company"), a Virginia corporation organized
under the Virginia General Corporate Law, in connection with the registration
under the Securities Act of 1933, as amended, of 1,875,000 shares of common
stock as defined below (the "Shares") in BioQuest, pursuant to the referenced
Registration Statement.
You have requested our opinion regarding the legality of the Shares
registered pursuant to the Registration Statement on Form SB-2 (the
"Registration Statement"). We have examined originals or copies, certified to
our satisfaction, of such records, agreements and other instruments of BioQuest,
certificates or public officials, certificates of the officers or other
representatives of BioQuest, and other documents, as we have deemed necessary as
a basis for the opinions hereinafter set forth. As to various questions of fact
material to such opinions, we have, when relevant facts were not independently
established, relied upon written certifications of officers and references,
including (but not limited to) statements contained in the Registration
Statement.
Our opinions, insofar as they address issues of Virginia law, are based
solely upon our review of (i) the records of BioQuest; (ii) the Virginia General
Corporate Law; and (iii) a certified copy of BioQuest's November 4, 1999
Articles of Incorporation and September 11, 2000 Articles of Amendment thereto.
Subject to the foregoing, we do not express our opinion herein concerning any
law other than the federal laws of the United States.
We have assumed the genuineness of all signatures on documents reviewed
by or presented to us, the legal capacity of natural persons, the authenticity
of all items submitted to us as originals and the conformity with originals of
all items submitted to us as copies.
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Based upon the foregoing, we are of the opinion that:
1. The Company is a duly organized, validly existing corporation under the
laws of Virginia.
2. The Shares of BioQuest to be offered pursuant to the Prospectus forming
a part of the Registration Statement are validly authorized and, when
sold, will be validly issued, fully paid and non-assessable under the
law of Virginia.
We hereby consent to the reference to our firm in the "Legal Matters"
section of the Prospectus and to the inclusion of this opinion as an Exhibit to
the Registration Statement.
DUNCAN, BLUM & ASSOCIATES
By: /s/ Carl N. Duncan
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Carl N. Duncan, Managing Partner
