KRYS BOYLE FREEDMAN & SAWYER, P.C.
TELEPHONE ATTORNEYS AT LAW FACSIMILE
(303) 893-2300 SUITE 2700 SOUTH TOWER (303) 893-2882
600 SEVENTEENTH STREET
DENVER, COLORADO 80202
November 3, 2000
Board of Directors
Bion Environmental Technologies, Inc.
7921 Southpark Place, Suite 200
Littleton, CO 80120
Dear Board of Directors:
We have acted as counsel to Bion Environmental Technologies, Inc., a
Colorado corporation (the "Company"), in connection with the preparation and
filing with the Securities and Exchange Commission of a Registration Statement
on Form S-3 (the "Registration Statement"), pursuant to which the Company is
registering under the Securities Act of 1933, as amended, a total of 4,372,882
shares (the "Shares") of its common stock, no par value (the "Common Stock")
for resale to the public, and 481,552 Shares issuable upon the exercise of
Class X Warrants outstanding. This opinion is being rendered in connection
with the filing of the Registration Statement. All capitalized terms used
herein and not otherwise defined shall have the respective meanings given to
them in the Registration Statement.
In connection with this opinion, we have examined the Company's Articles
of Incorporation and Bylaws, both as currently in effect; such other records
of the corporate proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and the Registration Statement and the
exhibits thereto.
In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies.
Based upon the foregoing and subject to the limitations set forth below,
we are of the opinion that the Shares to be issued upon the exercise of
currently exercisable warrants or the conversion of convertible debt will be
duly and validly issued in accordance with their terms and payment to the
Company of the consideration specified therein, be duly and validly issued,
fully paid and non-assessable.
Our opinion is limited to the laws of the State of Colorado, and we
express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares
under the securities or blue sky laws of any state or any foreign
jurisdiction.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We hereby further consent to the reference to us
under the caption "Legal Matters" in the prospectus included in the
Registration Statement.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By: /s/ Stanley F. Freedman, P.C.
Stanley F. Freedman, P.C.
