OPINION OF LECLAIR RYAN
Published on December 15, 2000
December 15, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Commonwealth Biotechnologies, Inc.
Registration Statement on Form S-3
Registration No. 333-51078
Ladies and Gentlemen:
In our capacity as counsel to Commonwealth Biotechnologies, Inc., a
Virginia corporation (the "Company"), we have examined the Registration
Statement on Form S-3 (the "Registration Statement") as filed by the Company
under the Securities Act of 1933, as amended, relating to registration of the
resale of up to 868,552 shares (the "Resale Stock") of the Common Stock,
without par value, of the Company (the "Common Stock"). In this regard, we have
examined and relied upon such records, documents and other instruments as in our
judgment are necessary or appropriate in order to express the opinions
hereinafter set forth.
Based upon the foregoing, we are of the opinion that the Resale Stock,
to the extent actually issued, will be duly and validly issued, fully paid and
nonassessable shares of the Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference to us under the
caption "Legal Matters" in the Prospectus included in the Registration
Statement.
Very truly yours,
LeClair Ryan, A Professional Corporation
By: /s/ Bradley A. Haneberg
Vice President