June 5, 2000
Bion Environmental Technologies, Inc.
555 Seventeenth Street, Suite 3310
Denver, Colorado 80202
Re: Legality of Issuance of Common Shares
Gentlemen:
We have acted as counsel for Bion Environmental Technologies, Inc., a Colorado
corporation (the Company), in connection with the filing of a Registration
Statement on Form S-8 (the Registration Statement), under the Securities Act
of 1933, as amended, covering the offer and sale by the Company of up to one
million of the Company's Common Shares issuable pursuant to its 2000 Incentive
Plan. We have reviewed the corporate action of the Company in connection with
these matters and have examined such documents, corporate records and other
instruments as we deemed necessary for the purpose of this opinion.
Based upon the foregoing, it is our opinion that:
(i) the Company is a corporation duly organized and validly existing
under the laws of the State of Colorado;
(ii) the issuance of the Common Shares has been duly authorized by the
Company; and
(iii) the one million Common Shares offered, when issued and sold in the
manner described in the Registration Statement and in accordance
with the resolutions adopted by the Board of Directors of the
Company, and when full payment therefor shall have been received
by the Company, will be legally issued, fully paid and
non-assessable.
We hereby consent to the use of our name in the Registration Statement and to
the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
KRYS BOYLE FREEDMAN & SAWYER, P.C.
By: /s/ Stanley F. Freedman, P.C.
Stanley F. Freedman, P.C.
