EX-5 2 0002.txt REGISTRATION STATEMENT ON FORM S-3 July 21, 2000 Generex Biotechnology Corporation 33 Harbour Square, Suite 202 Toronto, Ontario Canada M5J262 Re: Registration Statement on Form S-3 File No. 333-41062 ------------------------------------ Gentlemen/Ladies: We have acted as counsel to Generex Biotechnology Corporation (the "Company") in connection with the preparation and filing of the above-captioned Registration Statement (the "Registration Statement") relating to a public offering of up to 2,272,506 shares of the Company's Common Stock of the par value $.001 (the "Shares"). The Shares are proposed to be sold pursuant to the Registration Statement by shareholders of the Company for their own accounts, and include Common Stock reserved for issuance upon the exercise of certain outstanding warrants (the "Warrants"). We are familiar with the Registration Statement. We have reviewed the Company's Certificate of Incorporation and By-laws, each as amended to date. We also have examined such public and private corporate documents, certificates, instruments and corporate records, and such questions of law, as we have deemed necessary for the purpose of expressing an opinion on the matters set forth below. In all examination of documents we have assumed the genuineness of all signatures appearing on such documents, and the genuineness and authenticity of all copies of the original document. On the basis of the foregoing, we are of the opinion that the outstanding Shares are, and that the Shares issuable upon the exercise of Warrants, when issued and sold upon the exercise of the Warrants will be, validly issued, fully paid and non-assessable. Generex Biotechnology Corporation July 21, 2000 Page 2 We consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, By: /s/ Joseph Chicco ---------------------- Joseph Chicco