Exhibit
5.1
SHUMAKER,
LOOP & KENDRICK, LLP
ATTORNEYS AT
LAW
BANK
OF AMERICA PLAZA, SUITE 2800
101
EAST KENNEDY BOULEVARD
TAMPA,
FLORIDA 33602
(813)
229-7600
FAX
(813) 229-1660
_______
MAILING
ADDRESS:
POST
OFFICE BOX 172609
TAMPA,
FLORIDA 33672-0609
June
9,
2005
Oragenics,
Inc.
13700
Progress Blvd.
Alachua,
Florida 32615
Re:
Form
SB-2
Registration Statement
Ladies
and Gentlemen:
You
have
requested our opinion with respect to certain matters in connection with
the
filing by Oragenics, Inc., a Florida corporation (the “Company”) of a
Registration Statement on Form SB-2 (the “Registration Statement”) filed with
the Securities and Exchange Commission (the “Commission”) pursuant to the
Securities Act of 1933, as amended (the “Act”), covering the offering for resale
of up to 4,727,921 shares of common stock, par value $.001 per share (the
“Securities”), comprised of 565,421 shares (the “Issued Shares”) of common stock
which are issued and outstanding and 4,000,000 shares (the “Purchase Shares”) of
common stock issuable pursuant to the Common Stock Purchase Agreement, dated
as
of May 23, 2005 by and between you and Fusion Capital Fund II, LLC (the
“Purchase Agreement”), and 162,500 shares (the “Warrant Shares”) which will be
issued upon the exercise of certain warrants held by the selling stockholders
(the “Warrants”).
In
connection with this opinion, we have examined and relied upon the Company’s
Articles of Incorporation, as amended, the Company’s Bylaws, the Purchase
Agreement, the Warrants and Registration Statement and related prospectus
originals or copies certified or otherwise identified to our satisfaction
of all
such corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we
have
deemed appropriate as a basis for the opinions expressed below.
In
arriving at the opinions expressed below, we have assumed the authenticity
of
all documents submitted to us as originals and the conformity to the originals
of all documents submitted to us as copies. In addition, we have assumed
and
have not verified the accuracy as to factual matters of each document we
have
reviewed.
Based
on
the foregoing, and in reliance thereon subject to the further assumptions
and
qualifications set forth below, we are of the opinion that (i) Issued Shares
are
validly issued, fully paid and nonassessable, (ii) the Warrant Shares when
issued, paid for and upon exercise of the Warrants by the selling stockholders
in accordance with terms of the Warrants will be validly issued, fully paid,
and
non-assessable, and (iii) the Purchase Shares, when issued and paid for in
accordance with the terms of the Purchase Agreement, will be validly issued,
fully paid and non-assessable.
The
foregoing opinion is limited to the Business Corporation Act of the State
of
Florida
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the heading “Legal Matters” in
the Registration Statement and the related prospectus included in the
Registration Statement. In giving such consent, we do not thereby admit that
we
are “experts” within the meaning of the Act or the rules and regulations of the
Commission issued thereunder with respect to any part of the Registration
Statement, including this exhibit.
Very
truly yours,
/s/
Shumaker, Loop & Kendrick, LLP
SHUMAKER,
LOOP & KENDRICK, LLP