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EXHIBIT 5
October 3, 2000
Advanced Plant Pharmaceuticals, Inc.
43 West 33rd Street
New York, New York 10001
Gentlemen:
We refer to the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Advanced Plant Pharmaceuticals, Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), relating to the registration of 5,000,000
shares of the common stock of the Company, par value, $.0007 per share (the
"Shares"), which may be issued pursuant to the Written Compensation Contract by
and between the Company and C.J. Lieberman, dated as of June 10, 1999, and as
amended as of September 19, 2000.
As counsel for the Company, we have examined such corporate
records, documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, all necessary corporate proceedings
by the Company have been duly taken to authorize the issuance of the Shares and
that the Shares being registered pursuant to the Registration Statement, when
issued, will be duly authorized, legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and all references to this firm in the
Registration Statement.
Very truly yours,
/s/ Feder, Kaszovitz, Isaacson,
Weber, Skala & Bass LLP
