EXHIBIT 5.1
June 9, 2000
SafeScience, Inc.
Park Square Building, 8th Floor
31 St. James Avenue
Boston, Massachusetts 02116
Re: 1,000,000 Shares of Common Stock, $0.01 Par Value (the "Common Stock"),
to be issued pursuant to the SafeScience, Inc. 2000 Stock Incentive
Plan (the "Plan").
Dear Ladies and Gentlemen:
I have acted as counsel for SafeScience, Inc. (the "Company"). The
Company is presently engaged in the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 1,000,000 shares of Common Stock to
be issued pursuant to the Plan.
In arriving at the opinions expressed below I have examined the
Registration Statement, the Plan, and such other documents as I have deemed
necessary to enable me to express the opinions hereinafter set forth. In
addition, I have examined and relied, to the extent I deemed proper, on
certificates of officers of the Company as to factual matters, on the originals
or copies certified or otherwise identified to my satisfaction of all such
corporate records of the Company and such other instruments and certificates of
public officials and other persons as I have deemed appropriate. In my
examination, I have assumed the authenticity of all documents submitted to me as
originals, the conformity to the original documents of all documents submitted
to me as copies, and the genuineness of all signatures on documents reviewed by
me and the legal capacity of natural persons.
Based upon and subject to the foregoing, I am of the opinion that the
Common Stock, when sold, issued and paid for in accordance with the terms of the
Plan and the Registration Statement, will be legally issued, fully paid and
non-assessable.
I am admitted to the Bar of the Commonwealth of Massachusetts. I
express no opinion as to the laws of any jurisdiction other than the laws of the
Commonwealth of Massachusetts, the General Corporation Law of the State of
Nevada and the Federal laws of the United States of America. I express no
opinion as to the compliance of the issuance and sale of any Common Stock with
the securities laws of the United States of America or of any state.
I also note that I have not represented the Company in connection with
the preparation and filing of the Registration Statement or the Plan.
I hereby consent to all references to my firm in the Registration
Statement and to the filing of this opinion by the Company as an exhibit to the
Registration Statement.
Very truly yours,
/s/ B. David Sandberg
B. David Sandberg
cc: SafeScience, Inc.
