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EXHIBIT 5.0
[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]
August 2, 2000
Electropure, Inc.
23456 South Pointe
Laguna Hills, California 92653
Re: Electropure, Inc.
Registration on Form SB-2, Registration 33-41289
Ladies and Gentlemen:
We have acted as special counsel to Electropure, Inc., a
California corporation (the "Company"), in connection with the sale by certain
Selling Shareholders named Receiver of up to 7,461,485 shares (including
3,626,327 shares subject to options and warrants and 1,000,000 shares issuable
upon conversion of Series B Preferred Stock) (the "Shares") of the Company's
Common Stock, par value $0.01 per share (the "Common Stock").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-B under the Securities Act of
1933, as amended (the "Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form SB-2 (File No. 33-41289) as filed with the
Securities and Exchange Commission (the "Commission") on December 1, 1997 under
the Act, and Amendments 1,2 and 3 (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"); (ii) a specimen
certificate representing the Common Stock; (iii) the Articles of Incorporation
of the Company, as presently in effect; (iv) the By-Laws of the Company, as
presently in effect; (v) certain resolutions of the Board of Directors of the
Company relating to the issuance and sale of the Shares, the options and
warrants and the Series B Preferred Stock and related matters and (vi) the
options and warrants underlying certain of the Shares. We have also examined
originals or copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates of public
officials, certificates of officers or other representatives of the Company and
others, and such other documents, certificates
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Electropure, Inc.
August 2, 2000
Page 2
and records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of documents executed or to be executed by parties other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents and the validity and
binding effect thereof. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Company and others.
Members of our firm are admitted to the bar in the State of
California and we do not express any opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, we are of the opinion
that when the Registration Statement becomes effective, the currently
outstanding Shares will be duly authorized, are validly issued, and fully paid,
and non-assessable; and the Shares underlying the options and warrants and the
Series B Preferred Stock, upon exercise or conversion of such securities
pursuant to their respective terms, the issuance and sale of such Shares will
have been duly authorized, and the Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under the caption "Legal Matters" in the Registration
Statement. In giving this consent, we do not thereby admit that we are included
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission.
Very truly yours,
[Skadden, Arps, Slate, Meagher & Flom]
