Franklin Ophthalmic Instruments Co Inc – ‘SB-2’ on 7/30/97 – EX-5

As of:  Wednesday, 7/30/97   ·   Accession #:  926236-97-23   ·   File #:  333-32477

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Registration of Securities by a Small-Business Issuer   —   Form SB-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SB-2        Registration of Securities by a Small-Business        93    435K 
                          Issuer                                                 
 2: EX-5        Opinion re: Legality                                   3     11K 
 3: EX-10.17    Material Contract                                     17     67K 
 4: EX-10.18    Material Contract                                     17     67K 
 5: EX-10.19    Material Contract                                      2     10K 
 6: EX-10.20    Material Contract                                      3     11K 
 7: EX-23.1     Consent of Experts or Counsel                          2      7K 
 8: EX-27.1     Financial Data Schedule (Pre-XBRL)                     1      7K 
 9: EX-27.2     Financial Data Schedule (Pre-XBRL)                     1      7K 

EX-5   —   Opinion re: Legality

EX-5
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EXHIBIT 5         

OPINION OF COUNSEL AS TO LEGALITY OF SECURITIES         

EX-5
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July 30, 1997                                                                   

Franklin Ophthalmic Instruments Co., Inc.                                       
1265 Naperville Drive                                                           
Suite D                                                                         
Romeoville, Illinois  60446                                                     

Ladies and Gentlemen:                                                           

We have acted as counsel to Franklin Ophthalmic Instruments Co., Inc., a        
Delaware corporation (the "Company"), in connection with the preparation        
of (i) a Registration Statement on  Form SB-2 of the Company filed  with        
the Securities and  Exchange Commission (the  "Commission") on July  30,        
1997,  as  amended  (the  "Registration  Statement"),  relating  to  the        
registration  under  the  Securities  Act  of  1933,  as  amended   (the        
"Securities Act"), of 17,254,673 shares  of the Company's Common  Stock,        
$0.001 par value per share  (the "Common Stock") and 2,400,500  warrants        
to purchase  shares of  Common Stock  (the "Warrants")  held by  certain        
selling security holders.                                                       

In this connection, we have examined:                                           

a.   the articles of incorporation, by-laws and organizational documents        
of the Company;                                                       

b.   certain resolutions adopted by the Company's Board of Directors;           

c.   the Registration Statement; and                                            

d.   such other documents as we have deemed relevant for the purpose  of        
rendering the opinions set  forth herein, including  certifications   
as to  certain  matters of  fact  by responsible  officers  of  the   
Company.                                                              

We have assumed  the authenticity of  all documents submitted  to us  as        
originals and  the conformity  to original  documents of  all  documents        
submitted to us as copies.                                                      

Based upon  the foregoing, and subject to the qualification set forth in        
the  following  paragraph, we  are  of the  opinion that  the shares  of        
Common Stock and the  Warrants being sold  pursuant to the  Registration        
Statement are validly issued, fully paid and nonassessable.                     

We note  that  the  Company's  Class  A  Warrants  (as  defined  in  the        
Registration Statement) have  certain  anti-dilution  rights  which  are        
triggered by the issuance of shares of Common Stock for less than  "Fair        
Market Value" (as such term is defined in the instrument establishing the       
terms of the Class A Warrants).  Such  anti-dilution  rights  appear  to        
have been triggered by certain transactions occurring after the date  of        
issuance of the Class A  Warrants,  resulting  in  a  reduction  of  the        
exercise price of the Class A Warrants and an increase in the number  of        
shares issuable upon the exercise of the Class A Warrants.  Should   the        
Class A Warrants and other outstanding warrants and options be exercised,       
the Company may not have sufficient shares of  authorized  and  unissued        
Common Stock to provide for all of such exercises,  and  we  express  no        
opinion with respect thereto.                                                   

EX-5
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We are members  of the Bar  of the State  of Illinois.   Our opinion  is        
limited to the laws of the State of Illinois and the general laws of the        
United States of America.                                                       

We consent to the use of this opinion as an Exhibit to the  Registration        
Statement and to  the reference to  our firm in  the Prospectus that  is        
part of the Registration Statement.   By giving such consent, we do  not        
hereby admit that  we are in  the category of  persons whose consent  is        
required under Section 7 of the Securities Act.                                 

Very truly yours,                                                               

/s/ Ungaretti & Harris                                                          

UNGARETTI & HARRIS                                                              

Dates Referenced Herein

				Referenced-On Page
This ‘SB-2’ Filing		Date		First		Last			Other Filings
		7/31/97							None on these Dates
Filed on:		7/30/97		2
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