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Exhibit 5.1
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BRYAN CAVE LLP
ST. LOUIS, MISSOURI RIYADH, SAUDI ARABIA
700 THIRTEENTH STREET, N. W.
NEW YORK, NEW YORK KUWAIT CITY, KUWAIT
KANSAS CITY, MISSOURI WASHINGTON, D. C. 20005-3960 ABU DHABI, UNITED ARAB EMIRATES
DUBAI, UNITED ARAB EMIRATES
OVERLAND PARK, KANSAS (202) 508-6000
HONG KONG
PHOENIX, ARIZONA FACSIMILE: (202) 508-6200
SHANGHAI, PEOPLE'S REPUBLIC OF CHINA
LOS ANGELES, CALIFORNIA
IN ASSOCIATION WITH BRYAN CAVE,
IRVINE, CALIFORNIA A MULTINATIONAL PARTNERSHIP.
LONDON, ENGLAND
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June 8, 2000
HEARx Ltd.
1250 Northpoint Parkway
West Palm Beach, Florida 33407
Ladies and Gentlemen:
We have acted as counsel to HEARx Ltd. (the "Company") in
connection with the registration by the Company of up to 3,292,487 shares of the
Company's common stock, par value $.10 per share (the "Shares"), issuable upon
the conversion of 500 shares of the Company's 7% Series I Convertible Preferred
Stock, par value $1.00 per share (the "Preferred Stock"), the exercise of
certain warrants issued to the purchaser of the Preferred Stock, and the
exercise of certain other warrants issued in connection with the private
placement of the Preferred Stock (together with the warrants issued to the
purchaser of the Preferred Stock, the "Warrants"). A Registration Statement on
Form S-3 under the Securities Act of 1933, as amended, covering the Shares has
been filed with the Securities and Exchange Commission.
In connection herewith we have examined and relied as to
matters of fact upon such certificates of public officials, such certificates of
officers of the Company and originals or copies certified to our satisfaction of
the Amended and Restated Certificate of Incorporation and Amended and Restated
Bylaws of the Company (each amended through the date hereof), proceedings of the
Board of Directors of the Company and other corporate records, documents,
certificates and instruments as we have deemed necessary or appropriate in order
to enable us to render the opinion expressed below.
In rendering the following opinion, we have assumed the
genuineness of all signatures on all documents examined by us, the authenticity
of all documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatted copies,
and we have relied as to matters of fact upon statements and certifications of
officers of the Company. In addition, we have assumed that the certificates for
the Shares will conform to the specimen thereof examined by us and will be duly
registered and countersigned by the Company's transfer agent.
Based on the foregoing, we are of the opinion that the Shares
are duly and validly authorized and, when issued upon conversion of the
Preferred Stock and exercise of the Warrants, each in accordance with their
terms, will be validly issued, fully paid and non-assessable.
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HEARx ltd.
June 8, 2000
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We hereby consent to the filing of this opinion as Exhibit 5.1
to the aforesaid Registration Statement on Form S-3 and to the use of our name
under the caption "Legal Matters" in the Prospectus filed as a part thereof.
Very truly yours,
/s/ Bryan Cave LLP
Bryan Cave LLP
