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
March
17,
2006
Oragenics,
Inc.
13700
Progress Boulevard
Alachua,
Florida 32615
Re: Form
S-3
Registration Statement
Ladies
and Gentlemen:
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 3,000,000 shares of common stock, par value
$.001 per share, of which 1,500,000 shares (the “Common Shares”) were issued to
the selling shareholders and 1,500,000 shares (the “Warrant Shares”) are
issuable upon the exercise of certain warrants (the “Warrants”).
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 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.
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 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.
Very
truly yours,
SHUMAKER,
LOOP & KENDRICK, LLP