Exhibit 5.1
CHAPPELL WHITE LLP
COUNSELLORS AT LAW
268 SUMMER STREET
BOSTON, MASSACHUSETTS 02210
TELEPHONE (617) 279-3000
FACSIMILE (617) 279-3001
E-MAIL: [email protected]
July 7, 2000
Board of Directors, SPECTRAScience, Inc.
14405 Avenue N, Suite 111
Minneapolis, MN 55447
Re: SPECTRAScience, Inc. - Registration Statement on Form SB-2
Gentlemen:
We have acted as counsel for SPECTRAScience, Inc., a Minnesota
corporation (the "Company"), in connection with the preparation and filing by
the Company of a registration statement (the "Registration Statement") on Form
SB-2 filed on or about July 7, 2000 under the Securities Act of 1933, relating
to the registration of 139,250 shares of the Company's Common Stock, par value
$.25 per share (the "Common Stock") all of which shares currently are issuable
upon the exercise or conversion, as the case may be, of outstanding warrants and
options (the "Issuable Registrable Shares").
We have examined the Certificate of Incorporation and the By-Laws of
the Company, the Registration Statement, the minutes of the various meetings and
consents of the Board of Directors of the Company relating to the offering of
the Common Stock, and such other documents, certificates, records,
authorizations, proceedings, statutes and decisions as we have deemed necessary
to form the basis of the opinion expressed below. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to originals of all documents
submitted to us as copies thereof. As to various questions of fact material to
such opinion, we have relied upon statements and certificates of officers and
representatives of the Company and others. Finally, we assume that the Issuable
Registrable Shares will be issued pursuant to the due exercise or conversion, as
the case may be, of the underlying warrants or options in accordance with their
respective terms.
The opinions expressed herein are based solely upon our review of the
documents and other materials expressly referred to above. We have not reviewed
any other documents in rendering such opinions. Such opinions are therefore
qualified by the scope of that document examination.
Based on the foregoing, we are of the opinion that when issued upon the
exercise or conversion of the underlying warrants or options as the case may be,
the Issuable Registrable Shares will be, duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock.
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We hereby consent to be named in the Registration Statement and the
Prospectus as attorneys who have passed upon legal matters in connection with
the offering of the securities offered thereby under the caption "Legal
Matters." We further consent to your filing a copy of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ CHAPPELL WHITE LLP
CHAPPELL WHITE LLP
