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EXHIBIT 5.1
OPINION OF PATTERSON, BELKNAP, WEBB & TYLER LLP
November 3, 2000
Chromatics Color Sciences International, Inc.
5 East 80th Street
New York, New York 10021
Dear Sirs:
We have acted as counsel to Chromatics Color Sciences International,
Inc., a New York corporation (the "Company"), in connection with the proposed
registration by the Company under the Securities Act of 1933, as amended (the
"Act"), of 4,249,948 shares (the "Shares") of the Company's common stock, par
value $.001 per share (the "Common Stock"), pursuant to the Company's Amendment
No. 1 to its Registration Statement on Form S-3 (the "Registration Statement")
filed with the Securities and Exchange Commission (the "Commission") on
November 3, 2000.
In rendering this opinion we have examined the Company's Certificate of
Incorporation and Bylaws, each as amended to date, and the minutes of the
corporate proceedings taken by the Company in connection with the authorization
of the Shares. We have also examined the originals, or copies certified or
otherwise identified to us, of the corporate records of the Company,
certificates of public officials and representatives of the Company, and such
other documents and records, and have made such investigations of law, as we
have deemed necessary for purposes of this opinion. We have assumed the
genuineness of all signatures, the conformity to the original of all copies and
the factual accuracy of all certificates submitted to us.
On the basis of the foregoing, we are of the opinion that the Shares
have been duly authorized by all necessary corporate action on the part of the
Company and when sold and delivered as contemplated by the Registration
Statement will constitute duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock.
We express no opinion as to any laws other than the Business
Corporation Law of the State of New York and the federal laws of the United
States of America.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. In furnishing this opinion and giving
this consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Act, or the rules and regulations of
the Commission thereunder.
PATTERSON, BELKNAP, WEBB & TYLER LLP
By: /s/ Jeffrey E. LaGueux
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A Member of the Firm
cc: Ms. Darby S. Macfarlane
