XXXXXXX, XXXXXXXXX LLP
A New York Limited Liability Partnership Including New York
Professional Corporation
000 Xxxxxxxx Xxxxxx 0 Xxxx Xxxxxx
Xxxxxxxxx, X.X. 00000-0000 New York, N.Y. 10016-9301
2 Penn Plaza Telephone: (000) 000-0000
Newark, N.J. 07105-2245 Facsimile: (000) 000-0000
Web: xxx.xxxxxxx.xxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, X.X. 00000-0000
March 21, 2001
World Diagnostics Inc.
00000 X.X. 00xx Xxxxxx
Xxxxx Xxxxx, XX 00000
Re: Registration Statement on Form SB-
(File No. 333-53658)
Ladies and Gentlemen:
We have acted as counsel to World Diagnostics Inc., a Delaware
corporation (the "Company"), in connection with the proposed public offering by
certain selling stockholders of up to (a) 2,250,000 Class A Warrants, (b)
2,250,000 Class B Warrants (the Class A Warrants and the Class B Warrants are
hereinafter referred to together as the "Warrants"), (c) 3,206,760 issued and
outstanding shares of common stock, $.001 par value per share (the "Issued
Shares"), and (d) 4,500,000 shares of common stock, $.001 par value per share,
issuable upon exercise of the Warrants (the "Warrant Shares"), pursuant to a
registration statement on Form SB-2, File No. 333-53658 (the "Registration
Statement"), originally filed by the Company with the Securities and Exchange
Commission on January 12, 2001, pursuant to the Securities Act of 1933, as
amended.
In connection with the foregoing, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Certificate of
Incorporation of the Company, as amended, the By-laws of the Company, as
amended, the form of Class A Warrants and Class B Warrants filed as Exhibits 4.3
and 4.4, respectively, to the Company's Form 8-K filed on December 19, 2000, the
Company's records of corporate proceedings, and such other documents as we have
deemed necessary or appropriate as a basis for the opinions set forth below. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the accuracy and
completeness of all documents
World Diagnostics Inc.
March 21, 2001
Page 2
submitted to us as copies and the authenticity of the originals of such latter
documents. As to any facts material to such opinions which we did not
independently establish or verify, we have relied upon statements or
representations of officers and other representatives of the Company, public
officials or others.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly organized, is validly existing, and in
good standing under the laws of the Delaware.
2. The Warrants, the Issued Shares and the Warrants Shares have been
duly authorized by the Company, the Issued Shares are validly issued, fully paid
and non-assessable, and the Warrant Shares, when issued and paid for as provided
for in the Warrants, will be validly issued, fully paid and non-assessable.
We hereby consent to the reference to our name in the Registration
Statement under the caption "Legal Matters" and further consent to the inclusion
of this opinion as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Xxxxxxx, Xxxxxxxxx LLP
XXXXXXX, XXXXXXXXX LLP.
