[Stationery of Keating, Muething & Klekamp, P.L.L.]
GARY P. KREIDER
DIRECT DIAL: (513) 579-6411
FACSIMILE: (513) 579-6956
E-MAIL: [email protected]
June 30, 2000
Hemagen Diagnostics, Inc.
34-40 Bear Hill Road
Waltham, Massachusetts 02154
Gentlemen:
We serve as your general counsel and are familiar with your Certificate of
Incorporation, By-laws and corporate proceedings. On this basis, we have made an
examination as to:
1. The organization of Hemagen Diagnostics, Inc.;
2. The legal sufficiency of all corporate proceedings of Hemagen in
connection with the authorization and issuance of all presently outstanding and
issued common stock of Hemagen; and
3. The legal sufficiency of all corporate proceedings taken in connection
with the authorization and issuance of 7,054,703 shares of Hemagen common stock
and 2,601,800 warrants to purchase common stock (the "Warrants") to be included
in a Registration Statement on Form S-3 to be filed with the Securities and
Exchange Commission.
Based upon such examination, we are of the opinion that:
1. Hemagen is a duly organized and validly existing corporation under the
laws of the State of Delaware;
2. After conversion of Hemagen's 8% Senior Subordinated Secured Convertible
Notes and exercise of the Warrants (each in accordance with their respective
terms) the aforesaid 7,054,703 shares of Hemagen common stock will be validly
authorized, legally issued, fully paid and nonassessable shares of Hemagen
common stock free of any preemptive rights.
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3. The aforesaid 2,601,800 Warrants are validly authorized, legally issued
and fully paid.
We hereby consent to be named in the aforesaid Registration Statement and
the prospectus part thereof as the attorneys who will pass upon legal matters in
connection with the issuance of the aforesaid common stock and to the filing of
this opinion as an exhibit to the Registration Statement and furthermore consent
to references made to this firm in the Registration Statement.
Yours truly,
KEATING, MUETHING & KLEKAMP, P.L.L.
BY:/s/ Gary P. Kreider
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Gary P. Kreider
