Exhibit 5
December 1, 2000
The Board of Directors
Derma Sciences, Inc.
214 Carnegie Center, Suite 100
Princeton, NJ 08540
Re: Registration Statement on Form S-3
Gentlemen and Madam:
We are counsel to Derma Sciences, Inc. (the "Company") in connection with the
registration statement on Form S-3 originally filed on February 10, 1999 and
amended on December 1, 2000 (the "Registration Statement") under the Securities
Act of 1933 covering the resale by certain of the Company's shareholders of up
to 6,206,683 shares of the Company's common stock, par value $.01 per share (the
"Shares"), which shares are currently issued or to be issued pursuant to the
conversion of the Company's convertible preferred stock (the "Preferred Stock")
and the exercise of warrants to purchase the Company's common stock (the
"Warrants").
We have examined the originals, or certified, conformed or reproduction copies,
of such records, agreements, instruments and documents as we have deemed
relevant or necessary as the basis for the opinion hereinafter expressed. In all
such examinations, we have assumed the genuineness of all signatures on original
or certified copies and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to our opinion, we have relied upon, and assumed the
accuracy of, certificates and oral or written statements and other information
of or from public officials, officers or representatives of the Company and
others.
Based upon the foregoing, we are of the opinion that the Shares, including
therein those issued and to be issued upon conversion of the Preferred Stock and
exercise of the Warrants, are, or will be, as applicable, validly issued, fully
paid and non-assessable shares of common stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Opinion" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
HEDGER & HEDGER
/s/ Raymond C. Hedger, Jr.
