EXHIBIT 5.1
Graubard Mollen & Miller
600 Third Avenue
New York, New York 10016-2097
September 29, 2000
Kirlin Holding Corp.
6901 Jericho Turnpike
Syosset, New York 117901
Dear Sirs:
Reference is made to the Registration Statement on Form S-8 ("Registration
Statement") filed by Kirlin Holding Corp. ("Company"), a Delaware corporation,
under the Securities Act of 1933, as amended ("Act"), with respect to an
aggregate of 12,090,584 shares of common stock, par value $.0001 per share
("Common Stock"), to be offered by the Company under the Company's 1994 Stock
Plan and 1996 Stock Plan (the "Plans").
We have examined such documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company. We have also assumed that in granting
future awards under the Plans, the Board of Directors of the Company or the
appropriate committee thereunder will exercise its discretion in establishing
the terms of such awards within the permissible limits of the law of the State
of Delaware.
Based upon the foregoing, it is our opinion that the Common Stock to be
issued by the Company under the Plans, when sold in accordance with the terms of
the Plans and the individual instruments governing their issuance, will be
legally issued, fully paid and nonassessable, although they may be subject to
contractual restrictions established by the Plans or the individual instrument.
In giving this opinion, we have assumed that all certificates for the
Company's shares of Common Stock, prior to their issuance, will be duly executed
on behalf of the Company by the Company's transfer agent and registered by the
Company's registrar, if necessary, and will conform, except as to denominations,
to specimens which we have examined.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the Prospectus
forming a part thereof. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Graubard Mollen & Miller
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GRAUBARD MOLLEN & MILLER
