Exhibit 5.1
Law Office of Reed & Reed, P.C.
Attorneys at Law
Suite 330
1919 14th Street
Boulder, Colorado 80302
Telephone (303) 413-0691
Telecopier (303) 413-0645
November 15, 2000
Earth Sciences, Inc.
8100 SouthPark Way, B-2
Littleton, Colorado 80120
Gentlemen:
In connection with the Registration Statement on Form S-8 being filed
by the Earth Sciences, Inc. (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, relating
to the registration of 420,948 shares of the Company's Common Stock, $.01
par value, to be offered under the Company's 2000 Stock Compensation Plan
#3 (the "Plan"), we are of the opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Colorado.
2. All necessary corporate action has been taken to authorize the
establishment of the Plan and the issuance of 420,948 shares of the
Company's Common Stock under the Plan: and
3. The shares of the Company's Common Stock, when issued in
accordance with the Plan, will be legally issued, fully paid and
nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of a copy of this opinion as an
exhibit to the Registration Statement referred to above.
Very truly yours,
/s/ Scott Reed
Law Office of Reed & Reed, P.C.
