EX-5.1 2 w40732exv5w1.htm OPINION OF BRL LAW GROUP LLC exv5w1
 

Exhibit 5.1
BRL Law Group LLC
31 St. James Avenue, Suite 850
Boston, Massachusetts 02116
Echo Therapeutics, Inc.   October 9, 2007
10 Forge Parkway    
Franklin, MA 02038    
     Re: Registration Statement on Form S-8
Ladies and Gentlemen:
     We have acted as counsel to Echo Therapeutics, Inc. (the “Company”) in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 1,250,000 shares of Common Stock, $.01 par value per share (the “Shares”) comprised of (i) 500,000 shares issued pursuant to the Nonqualified Stock Option Agreement dated September 14, 2007 between the Company and Patrick Mooney, (ii) 500,000 shares issued pursuant to the Nonqualified Stock Option Agreement dated September 14, 2007 between the Company and Shawn Singh, and (iii) 250,000 shares issued pursuant to the Nonqualified Stock Option Agreement dated September 14, 2007 between the Company and Harry G. Mitchell (the foregoing Nonqualified Stock Option Agreements referred herein as the “Agreements”).
     We have examined the Second Amended and Restated Articles of Incorporation of the Company and the Amended and Restated Bylaws of the Company, each as amended to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings (and written consents in lieu thereof) of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals, the conformity to original documents of all documents submitted as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
     We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Agreements, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

 


 

     We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the Minnesota Business Corporation Act statute and the federal laws of the United States of America.
     It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
     Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Agreements, the Shares will be validly issued, fully paid and nonassessable.
     We hereby consent to the filing of this opinion as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-B under the Securities Act. In 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 or the rules and regulations of the Commission.
         
 
  Very truly yours,    
 
  /s/BRL Law Group LLC
 
BRL Law Group LLC