Exhibit 5.1
Page 1
Patterson, Belknap, Webb & Tyler, LLP
1133 Avenue of the Americas
New York, NY 10036-6710
212-336-2000
July 21, 2000
Compositech Ltd.
710 Koehler Avenue
Ronkonkoma, New York 11779
Dear Sirs:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") being filed by Compositech Ltd., a Delaware corporation
("Compositech" or the "Company"), with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the registration of shares of Common Stock, par value $.01
per share (the "Common Stock"), of the Company described as follows: (i)
2,565,004 shares of issued and outstanding Common Stock (the "Shares"); (ii)
1,480,081 shares of Common Stock issuable in the event that certain outstanding
promissory notes are converted into Common Stock pursuant to the terms thereof
(the "Note Conversion Shares"); (iii) 1,745,000 shares of Common Stock (the
"Series C Preferred Stock Conversion Shares") issuable in the event that the
issued and outstanding shares of the Company's Series C 8% Convertible Preferred
Stock, par value $.01 (the "Series C Preferred Stock"), are converted into
Common Stock pursuant to the terms thereof; (iv) 3,260,000 shares of Common
Stock (the "Series D Preferred Stock Conversion Shares") issuable in the event
that the issued and outstanding shares of the Company's Series D 8% Convertible
Preferred Stock, par value $.01 (the "Series D Preferred Stock"), are converted
into Common Stock pursuant to the terms thereof; (v) 54,880 shares of Common
Stock issuable upon the exercise of Common Stock Purchase Warrants with an
exercise price of $1.375 per share (the "$1.375 Warrants"); (vi) 542,380 shares
of Common Stock which may be issuable upon exercise of Common Stock Purchase
Warrants with an exercise price of $0.688 (the "$0.688 Warrants"); (vii) 87,500
shares of Common Stock issuable upon the exercise of Common Stock Purchase
Warrants with an exercise price of $2.125 per share (the "$2.125 Warrants");
(viii) 112,500 shares of Common Stock issuable upon the exercise of Common Stock
Purchase Warrants with an exercise price of $2.131 per share (the "$2.131
Warrants"); (ix) 40,000 shares of Common Stock issuable upon the exercise of
Common Stock Purchase Warrants with an exercise price of $2.25 per share (the
"$2.25 Warrants"); (x) 125,000 shares of Common Stock issuable upon the exercise
of Common Stock Purchase Warrants with an exercise price of $2.372 per share
(the "$2.372 Warrants"); (xi) 107,500 shares of Common Stock issuable upon the
exercise of Common Stock Purchase Warrants with an exercise price of $2.647 per
share (the "$2.647 Warrants"), (xii) 12,500 shares of Common Stock issuable upon
the exercise of Common Stock Purchase Warrants with an exercise price of $1.094
per share (the "$1.094 Warrants"); (xiii) 25,000 shares of Common Stock
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issuable upon the exercise of Common Stock Purchase Warrants with an exercise
price of $1.125 per share (the "$1.125 Warrants"); (xiv) 25,000 shares of Common
Stock issuable upon the exercise of Common Stock Purchase Warrants with an
exercise price of $1.156 per share (the "$1.156 Warrants"); (xv) 5,750 shares of
Common Stock issuable upon the exercise of Common Stock Purchase Warrants with
an exercise price of $1.188 per share (the "$1.188 Warrants"); (xvi) 316,871
Shares of Common Stock issuable upon the exercise of Common Stock Purchase
Warrants with an exercise price of $1.20 per share (the "$1.20 Warrants");
(xvii) 25,000 shares of Common Stock issuable upon the exercise of Common Stock
Purchase Warrants with an exercise price of $1.219 per share (the "$1.219
Warrants"); (xviii) 25,000 shares of Common Stock issuable upon the exercise of
Common Stock Purchase Warrants with an exercise price of $1.245 per share (the
"$1.245 Warrants"); (xix) 135,000 shares of Common Stock issuable upon the
exercise of Common Stock Purchase Warrants with an exercise price of $1.250 per
share (the "$1.250 Warrants"); (xx) 129,000 shares of Common Stock issuable upon
the exercise of Common Stock Purchase Warrants with an exercise price of $1.272
per share (the "$1.272 Warrants"); (xxi) 6,250 shares of Common Stock issuable
upon the exercise of Common Stock Purchase Warrants with an exercise price of
$1.281 per share (the "$1.281 Warrants"); (xxii) 23,750 shares of Common Stock
issuable upon the exercise of Common Stock Purchase Warrants with an exercise
price of $1.50 per share (the "$1.50 Warrants"); (xxiii) 709,849 shares of
Common Stock issuable upon exercise of a Common Stock Warrant with an exercise
price of $0.7326 (the "$0.7326 Warrants"); and (xiv) 12,500 shares of Common
Stock issuable upon the exercise of Common Stock Purchase Warrants with an
exercise price of $1.563 per share (the "$1.563 Warrants", collectively with the
$1.375 Warrants, the $0.688 Warrants, the $2.125 Warrants, the $2.131 Warrants,
the $2.25 Warrants, the $2.372 Warrants, the $2.647 Warrants, the $1.094
Warrants, the $1.125 Warrants, the $1.156 Warrants, the $1.188 Warrants, the
$1.20 Warrants, the $1.219 Warrants, the $1.245 Warrants, the $1.250 Warrants,
the $1.272 Warrants, the $1.281 Warrants, the $1.50 Warrants, and the $0.7326
Warrants, the "Warrants"). You have requested that we furnish our opinion as to
the matters set forth below.
In this connection, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have considered
necessary or advisable for the purpose of this opinion. We have relied as to
factual matters on certificates or other documents furnished by the Company or
its officers and directors and by governmental authorities and upon such other
documents and data as we have deemed appropriate. We have assumed the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies. We have not
independently verified such information and assumptions. We express no opinion
as to the law of any jurisdiction other than the laws of the State of New York
and the General Corporation Law of the State of Delaware.
Subject to the foregoing, we are of the opinion that (i) the Shares have
been duly authorized and are validly issued, fully paid and nonassessable; (ii)
the Note Conversion Shares have been duly authorized and, upon conversion of the
related promissory notes, will be validly issued, fully paid and nonassessable;
(iii) the Series C Preferred Stock Conversion Shares have been duly authorized
and, upon conversion of the Series C Preferred Stock, will be validly issued
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fully paid and nonassessable; (iv) the Series D Preferred Stock Conversion
Shares have been duly authorized and, upon conversion of the Series D Preferred
Stock, will be validly issued, fully paid and nonassessable; and (v) the
aforesaid shares of Common Stock issuable upon exercise of the Warrants have
been duly authorized and, upon delivery and payment therefor pursuant to the
respective terms of the Warrants, will be validly issued, fully paid and
nonassessable.
This opinion letter is delivered as of the date hereof and is based on the
facts and circumstances existing as of the date hereof and upon the current
state of the law. It is possible that further changes or developments in facts,
circumstances, or New York or Delaware law or United States federal law could
alter or affect such opinions; however, we undertake no obligation to update or
supplement this opinion or to advise you of any such changes that may hereafter
come to our attention.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm which appears in the
Prospectus constituting a part thereof under the caption "Legal Opinions." In
giving such consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission thereunder.
Very truly yours,
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ Edward F. Cox
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Edward F. Cox, a Member of the Firm
