Exhibit 5.1
[Letterhead of STEPHEN M. ROBINSON, P.A.]
June 15, 2000
Science Dynamics Corporation
1919 Springdale Road
Cherry Hill, NJ 08003
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Science Dynamics Corporation, a
Delaware corporation (the "Company") in connection with the registration
pursuant to a Registration Statement on Form S-3 (the "Registration Statement")
under the Securities Act of 1933, as amended, of an aggregate of 618,650
shares of Common Stock of the Company, par value $.01 per share ("Common
Stock").
In connection with this opinion, we have examined originals, or
copies certified to our satisfaction, of the Certificate of Incorporation of
the Company, as amended, the By-Laws of the Company, as amended, the minutes
and other records of the proceedings of the Board of Directors and of the
stockholders of the Company, and such other documents, corporate and public
records, agreements, and certificates of officers of the Company and of
public and other officials, and we have considered such questions of law, as
we have deemed necessary as a basis for the opinions hereinafter expressed.
In such examination we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies.
Based on and subject to the foregoing, we hereby advise you that,
in our opinion, the shares of Common Stock to be sold pursuant to the
Registration Statement have been duly authorized and have been validly issued,
fully-paid and nonassessable.
We hereby consent to the use and filing of this opinion in
connection with the Registration Statement and to the reference to our firm
under the caption "Legal Matters" in the Registration Statement and in the
related Prospectus.
Very truly yours,
STEPHEN M. ROBINSON, P.A.
/s/ Stephen M. Robinson
By: Stephen M. Robinson
