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EXHIBIT 5.1
[Letterhead of Hopkins & Sutter]
November 17, 2000
American Bio Medica Corporation
122 Smith Road
Kinderhook, New York 12106
Re: Form SB-2 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for American Bio Medica Corporation (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act") of 2,361,733 common shares, par value $.01 per share (the
"Shares"), to be offered by a certain shareholder of the Company pursuant to a
Registration Statement on Form SB-2 filed by the Company with the Securities and
Exchange Commission on November 17, 2000 (the "Registration Statement"). Of
these 2,361,733 Shares, up to 953,283 are common shares issuable upon the
exercise of Common Share Purchase Warrants (the "Warrants").
We have reviewed the corporate proceedings with respect to the authorization of
the issuance of the Shares and the Warrants. We have also examined such
documents and have reviewed such questions of law as we have considered
necessary and appropriate for the purposes of the opinion set forth below.
In rendering our opinion set forth below, we have assumed the authenticity of
all documents submitted to us as originals, the genuineness of all signatures
and the conformity to authentic originals of all documents submitted to us as
copies. We have also assumed the legal capacity for all purposes relevant hereto
of all natural persons and with respect to all parties to agreements or
instruments relevant hereto other than the Company, that such parties had the
requisite power and authority (corporate or otherwise) to execute, deliver and
perform such agreements or instruments, that such agreements or instruments have
been duly authorized by all requisite action (corporate or otherwise), executed
and delivered by such parties and that such agreements or instruments are the
valid, binding, and enforceable obligations of such parties. As to questions of
fact material to our opinions, we have relied upon certificates of officers of
the Company and of public officials.
Based on the foregoing, we are of the opinion that such Shares, including the
common shares issuable upon exercise of the Warrants, when sold in the manner
described in the Registration Statement will be legally issued, fully paid, and
nonassessable.
Our opinion expressed above is limited solely to the Business Corporation Law of
the State of New York as applied by courts located in New York (the "BCL"), and
the Federal laws of the United States of America, in each case to the extent
that the same may apply to or govern such transactions, and we express no
opinion as to the laws of any other jurisdiction. While certain individual
lawyers in this firm are licensed to practice law in the State of New York, the
lawyers in this firm who have participated directly in the specific transactions
to which this opinion relates are licensed to practice law only in the State of
Illinois, and any opinions herein with respect to the laws of the State of New
York are based solely upon a review of the BCL. To the extent that this opinion
deals with matters governed by or relating to laws of any other state, we have
assumed that the laws of such state are identical to the laws of the State of
Illinois.
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We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
HOPKINS & SUTTER
By: /s/ Michael J. Gamsky
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Michael J. Gamsky, a Partner
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