DAVIES WARD PHILLIPS & VINEBERG LLP

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                                                         July 20, 2004
Pure World, Inc.
376 Main Street, P.O. Box 74
Bedminster, NJ 07921

         Re:      Registration Statement on Form S-8

         Ladies and Gentlemen:

     We have acted as counsel for Pure World, Inc., a Delaware  corporation (the
"Company"),  in connection with the Company's Registration Statement on Form S-8
filed by the Company with the  Securities  and Exchange  Commission  on July 20,
2004 (the "Registration Statement").

     The Registration Statement covers the registration of (i) 293,700 shares of
common stock ("Shares") issuable upon the exercise of options previously granted
under the Company's 1991 Non-Qualified Stock Option Plan (the "1991 Plan"); (ii)
541,450 Shares  issuable upon exercise of options  previously  granted under the
Company's  1997  Non-Qualified  Stock  Option Plan (the "1997 Plan" and together
with the 1991 Plan, the "Plans"); (iii) 482,700 Shares issuable upon exercise of
options  granted outside of the Plans  (non-Plan  Options);  (iv) 660,000 Shares
that have  previously  been issued under non-Plan  Options;  (v) 8,550 shares of
common stock  issuable  under  options  available for grant under the 1997 Plan,
which includes an aggregate of 1,502,500  Shares used for reofferings or resales
by affiliates of the Company, that either (a) have been previously issued by the
Company upon exercise of non-Plan  Options or (b) may be issued upon exercise of
Plan and non-Plan Options previously granted by the Company.

     We examined the Registration Statement and have also examined and relied as
to  factual  matters  upon  originals  or  copies  of such  documents,  records,
certificates,  and other  instruments as we have deemed necessary or appropriate
as a basis for the opinions hereinafter expressed.  In our examination,  we have
assumed the genuineness of all signatures,  the authenticity and completeness of
all  documents,  records,  certificates  and  instruments  submitted  to  us  as
originals,  and the conformity  with originals of all  documents,  records,  and
instruments submitted to us as copies.

     This opinion is limited solely to the Delaware General  Corporation Law, as
applied by courts located in Delaware, the applicable provisions of the Delaware
Constitution,  and the reported judicial decisions  interpreting those laws, and
we do not express any opinion herein concerning any other law.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares have been duly authorized by the Company. We are also of the opinion that
the Shares  issued to date have been,  and the Shares to be issued will be, when
issued and  delivered by the Company  pursuant to the Plan and non-Plan  Options
and  paid for in full in  accordance  with  the  terms of the Plan and  non-Plan
Options, legally issued, fully paid, and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                          Very truly yours,

                                      /s/   DAVIES WARD PHILLIPS & VINEBERG LLP