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SCHIFINO & FLEISCHER, P.A.
ATTORNEYS AT LAW
WILLIAM J. SCHIFINO ONE TAMPA CITY CENTER
FRANK N. FLEISCHER TELEPHONE: (813) 223-1535 201 NORTH FRANKLIN STREET
LINA ANGELICI TELECOPIER: (813) 223-3070 SUITE 2700
AMY LETTELLEIR TAMPA, FLORIDA 33602
CYNTHIA MOORE
September 25, 2000
Exhibit 5
Board of Directors
Tutogen Medical, Inc.
925 Allwood Road
Clifton, New Jersey 07012
Re: Form S-8 Registration
Gentlemen:
We are acting as counsel for Tutogen Medical, Inc., a Florida
corporation (the "Company"), in connection with the proposed offer by the
Company of up to an additional 500,000 shares of the Company's Common Stock
(the "Shares") pursuant to the Company's 1996 Incentive and Non-statutory Stock
Option Plan. Such shares are covered by the Company's Registration Statement on
Form S-8 being filed with the Securities and Exchange Commission. We are
rendering this opinion as of the date hereof.
We have examined, among other things, the Certificate of Incorporation
and By-Laws, as amended, of the Company, the records of corporate proceedings
of the Company which have occurred prior to the date hereof with respect to
such offering, the Registration Statement, the Plan and such other documents
and representations as we deemed necessary in order to render the opinion
expressed herein.
Based upon the foregoing, it is our opinion that the Shares have been
legally authorized for issuance and, upon the issuance and delivery thereof in
accordance with the provisions of the Plan will be legally issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ William J. Schifino
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William J. Schifino
For the Association
WJS/rnh
