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EXHIBIT 5.1
October 23, 2000
Bio-Plexus, Inc.
129 Reservoir Road
Vernon, CT 06066
Re: Bio-Plexus, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
We are furnishing this opinion of counsel to Bio-Plexus, Inc., a
Connecticut corporation (the "Company"), for filing as Exhibit 5.1 to the
Registration Statement on Form S-8 (the "Registration Statement") to be filed by
the Company with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, relating to the registration of
1,798,000 shares (the "Shares") of common stock, no par value per share (the
"Common Stock"), of the Company, which may be issued under the Company's 1991
Long-term Incentive Plan (the "Plan").
We have examined the Registration Statement as filed with the
Commission as of the date hereof, the Restated Certificate of Incorporation of
the Company and the By-laws of the Company, each as amended to date, and the
originals, or copies certified or otherwise identified to our satisfaction, of
records of corporate proceedings of the Company, the Plan, certificates of
public officials and of representatives of the Company, and such other
instruments and documents as we have deemed necessary as a basis for the
opinions hereinafter expressed, in each case as made available to us by the
Company. In such examination we have assumed the genuineness of all signatures,
the authenticity of all corporate records and other documents submitted to us as
originals and the conformity to original documents of documents submitted to us
as certified or photostatic copies.
Based upon our examination as aforesaid, and our examination of such
questions of law as we deemed relevant under the circumstances, we are of the
opinion that the Shares will, upon issuance in accordance with the provisions of
the Plan, be validly issued, fully paid and nonassessable.
We express no opinion with respect to the applicability or effect of
the laws of any jurisdiction other than the laws of the State of Connecticut as
in effect on the date hereof.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Paul, Hastings, Janofsky & Walker LLP
