EXHIBIT 5.1
MORSE, ZELNICK, ROSE & LANDER
A LIMITED LIABILITY PARTNERSHIP
450 PARK AVENUE
NEW YORK, NEW YORK 10022-2605
212 838 1177
FAX 212 838 9190
June 15, 2000
Milestone Scientific Inc.
220 South Orange Avenue
Livingston Corporate Park
Livingston, New Jersey 07039
Re: Registration Statement on Form S-3
Dear Sirs:
We have acted as counsel to Milestone Scientific Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), to register the sale by certain selling stockholders of 1,280,857
shares of Common Stock, par value $.001 per share (the "Common Stock"), of the
Company.
In this regard, we have reviewed the Certificate of Incorporation of the
Company, as amended, resolutions adopted by the Company's Board of Directors,
the Registration Statement, and such other records, documents, statutes and
decisions as we have deemed relevant in rendering this opinion. Based upon the
foregoing we are of the opinion that:
Each share of Common Stock included in the Registration Statement has been
duly authorized for issuance and is now, or when issued upon exercise of or
pursuant to the terms of the instruments which they underlie will be, legally
issued, fully paid and non-assessable.
Members of and counsel to Morse, Zelnick, Rose & Lander, LLP own, in the
aggregate, the following securities: 168,083 shares of the Company's Common
Stock; options or warrants to purchase 152,286 shares of the Company's Common
Stock, all of which are currently exercisable; and warrants to purchase 83,333
units, each unit consisting of one share of the Company's Common Stock and a
warrant to purchase one share of the Company's Common Stock.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our Firm in the related
prospectus under the heading "Legal Matters.". In giving this opinion, we do not
hereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the SEC
thereunder.
Very truly yours,
/s/ Morse, Zelnick, Rose & Lander, LLP
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Morse, Zelnick, Rose & Lander, LLP
