We have acted as counsel to Oragenics, Inc., a Florida corporation (the “Company”), in connection with the filing of a Form S-3 registration statement, (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), for the registration of resale of 7,205,000 shares of common stock, par value $.001 per share, of which 2,937,500 shares (the “Common Shares”) were issued to the selling shareholders, 3,067,500 shares (the “Warrant Shares”) issuable upon the exercise of certain warrants (the “Warrants”) and 1,200,000 shares were acquired from affiliates (the “Affiliate Shares”) held by the selling shareholders.

We have participated in the preparation of the Registration Statement and have reviewed the 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 subject to the further assumptions and qualifications set forth below, it is our opinion that (i) the Common Shares and Affiliate Shares have been duly authorized and are legally issued, fully paid, and non-assessable and (ii) the Warrant Shares have been duly authorized and when issued, delivered and paid for in accordance with the terms of the Warrants, will be legally issued, fully paid and non-assessable.

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 a party whose consent is required to be filed with the Registration Statement under the provisions of the Act or the rules and regulations of the Commission promulgated thereunder.