FOLEY, HOAG & ELIOT LLP
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BOSTON, MASSACHUSETTS 02109-2170
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September 19, 2000
DynaGen, Inc.
1000 Winter Street, Suite 2700
Waltham, MA 02154
Gentlemen:
We are familiar with the Registration Statement on Form S-3 (the
"Registration Statement") to which this opinion is an exhibit, to be filed by
DynaGen, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission under the Securities Act of 1933, as amended. The
Registration Statement relates to the proposed public offering by security
holders of the Company of a total of 13,060,136 shares (the "Shares") of the
Company's common stock, $0.01 par value per share ("Common Stock"), including
Shares issuable upon conversion of shares of Series J Preferred Stock, $0.01 par
value per share ("Series J Stock") and conversion of shares of Series M
Preferred Stock, $0.01 par value per share ("Series M Stock") and Shares
issuable upon exercise of warrants to purchase Common Stock of the Company (the
"Warrants").
In arriving at the opinion expressed below, we have examined and relied
on the following documents:
(1) the Certificate of Incorporation and By-laws of the Company, each
as amended as of the date hereof; and
(2) records of meetings and consents of the Board of Directors of the
Company relating to the issuance of the Shares provided to us by
the Company.
In addition, we have examined and relied on the originals or copies certified or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below. In such examination, we have assumed,
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without independent verification, the genuineness of all signatures (whether
original or photostatic), the authenticity of all documents submitted to us as
originals and the conformity to authentic original documents of all documents
submitted to us as certified or photostatic copies. We have further assumed that
a sufficient number of duly authorized and unissued shares of Common Stock will
be available for issuance at the time the shares of Series J Stock and Series M
Stock are presented for conversion in accordance with the terms thereof and at
the time the Warrants are exercised; and that the consideration received by the
Company in respect of each Share will be no less than its par value.
Based upon and subject to the foregoing, it is our opinion that the
Company has taken all necessary corporate action required to authorize the
issuance of the Shares, and the Shares, when issued upon receipt of
consideration therefor, and when certificates for the same have been duly
executed and countersigned and delivered, 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,
FOLEY, HOAG & ELIOT LLP
By: /s/ David A. Broadwin
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A Partner
