Exhibit
5.1
[SHUMAKER,
LOOP & KENDRICK, LLP LETTERHEAD]
November
11, 2009
Oragenics,
Inc.
13700
Research Drive
Alachua,
Florida 32615
Re:
Registration Statement on Form S-8
Ladies
and Gentlemen:
We have
assisted Oragenics, Inc., a Florida corporation (the “Company”) in connection
with the preparation and filing of its Registration Statement on Form S-8 with
the Securities and Exchange Commission pursuant to the requirements of the
Securities Act of 1933, as amended (the “Act”), for the registration of an
additional 7,500,000 shares of the common stock of the Company, par value $.001
per share (the “Shares”), issuable under the Company’s Amended and Restated 2002
Stock Incentive Plan, as amended (the “Plan”).
In
connection with the following opinion, we have examined and have relied upon
such documents, records, certificates, statements and instruments as we have
deemed necessary and appropriate to render the opinion herein set
forth.
We assume
that the appropriate action, if required, will be taken to register and qualify
the Shares for sale under all applicable state securities or “blue sky”
laws.
Based
upon the foregoing, it is our opinion that the Shares have been duly authorized
for issuance and when issued, delivered and paid for in accordance with the
terms and conditions of the Plan, the Shares will be legally issued, fully paid
and nonassessable.
We are
admitted to practice in the State of Florida. This opinion letter is limited to
the laws of the State of Florida, and the federal laws of the United States of
America as such laws presently exist and to the facts as they presently exist.
We express no opinion with respect to the effect or applicability of the laws of
any other jurisdiction. We assume no obligation to revise or supplement this
opinion letter should the laws of such jurisdictions be changed after the date
hereof by legislative action, judicial decision or otherwise.
The
undersigned hereby consents to the filing of this opinion as Exhibit 5.1 to the
Registration Statement on Form S-8 and to the use of its name in the
Registration Statement. In giving such consent we do not admit that we are in
the category of persons whose consent is required under Section 7 of the
Act.
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Very
truly yours,
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/s/
Shumaker, Loop & Kendrick, LLP
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SHUMAKER,
LOOP & KENDRICK, LLP
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