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Exhibit 5.01
X X X X X X X & X X X X X X
(A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
THREE FIRST NATIONAL PLAZA CHICAGO, IL 60602-4205 312-558-5600
FAX (000) 000-0000 (000) 000-0000
INTERNET XXXX://XXX.XXXXXX.XXX
WASHINGTON, D.C. OFFICE 000 XXXXXXXXX XXXXXX, X.X. 00000-0000
DETROIT OFFICE 0000 XXXXXXXXX XXXXX 000 XXXX, XX 00000-0000
November 15, 1999
American Bio Medica Corporation
000 Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for American Bio Medica Corporation (the
"Company") in connection with the preparation of the Registration Statement on
Form S-8, relating to the sale by the Company from time to time of up to (i)
1,000,000 Common Shares, par value $.01 per share (the "Shares"), issuable upon
the exercise of stock options granted or to be granted pursuant to the Company's
Fiscal 1998 Non-Statutory Stock Option Plan (the "1998 Stock Option Plan"); and
(ii) 1,000,000 Shares issuable upon the exercise of stock options granted or to
be granted pursuant to the Company's Fiscal 2000 Non-Statutory Stock Option Plan
(the "2000 Stock Option Plan").
We have examined such documents and have reviewed such questions of law
as we have considered necessary and appropriate for the purposes of the opinion
set forth below.
In rendering our opinion set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver, and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding, and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
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Based on the foregoing, we are of the opinion that such Shares have
been duly authorized and, upon issuance, delivery, and payment therefore in
accordance with the terms of the 1998 Stock Option Plan and the 2000 Stock
Option Plan, will be validly issued, fully paid, and nonassessable.
Our opinion expressed above is limited to the laws of the State of New
York.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
XXXXXXX & XXXXXX
By: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx, a Partner
