June 26, 2000
SafeScience, Inc.
31 St. James Avenue, 8th Floor
Boston, MA 02116
Re: Registration Statement on Form S-3
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Dear Ladies & Gentlemen:
At your request, we have examined the form of Registration
Statement on Form S-3 (the "Registration Statement"), to be filed by
SafeScience, Inc., a Nevada corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933 for resale of an aggregate of up to 1,023,802 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company (the "Common Stock"). The
shares being registered for resale include: (i) 484,429 shares of Common Stock
which were sold to two investors pursuant to a Securities Purchase Agreement
dated March 29, 2000 (the "Purchase Agreement") between the Company and the
selling stockholders named in the Registration Statement (the "Selling
Stockholders"); (ii) 108,996 shares of Common Stock which are currently issuable
upon exercise of outstanding warrants issued to the Selling Stockholders on
March 29, 2000 (the "Closing Warrants"); and (iii) up to 430,377 shares of
Common Stock which may be issuable upon exercise of outstanding warrants issued
to the Selling Stockholders on March 29, 2000 (the "Adjustable Warrants") (the
Closing Warrants and the Adjustable Warrants are referred to herein collectively
as the "Warrants"). The shares may be sold from time to time for the account of
the Selling Stockholders.
We have examined the proceedings heretofore taken by the
Company in connection with the authorization, issuance and sale of the
securities referred to above.
Based on the foregoing, and assuming that the full
consideration for each share issuable upon exercise of the Warrants is received
by the Company in accordance with the terms of the Warrants, it is our opinion
that the Shares covered by the Registration Statement will, when issued, be
validly issued and outstanding, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus which is part of the Registration Statement.
Very truly yours,
/s/ McDermott, Will & Emery
McDermott, Will & Emery
