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Exhibit
5.1
October
27, 2006
Implant
Sciences Corporation
107
Audubon Road #5
Wakefield,
MA 01880
Dear
Ladies and Gentlemen:
We
are
familiar with the Registration Statement on Form S-8 (the "S-8 Registration
Statement") filed today by Implant Sciences Corporation, a Massachusetts
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 1,000,000 shares (the "Shares")
of
its common stock, par value $0.10 per share (the "Common Stock"), which were
issued pursuant to the exercise of options or are issuable under options
previously granted and currently outstanding or under options which may be
granted after the date hereof pursuant to the Implant Sciences Corporation
2004
Incentive and Nonqualified Stock Option Plan, (the "Plan").
In
arriving at the opinions expressed below, we have examined and relied on the
following documents:
1.
The
Restated Articles of Organization, as amended, and the Amended and Restated
By-
Laws of the Company.
2.
The
records of meetings and consents of the Board of Directors and stockholders
of
the Company provided to us by the Company.
3.
The
Plan.
In
addition, we have examined and relied on the originals or copies certified
or
otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we
have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below.
Based
upon the foregoing, it is our opinion that:
1.
The
Company has corporate power adequate for the issuance of the Shares in
accordance with the S-8 Registration Statement.
2.
The
Company has taken all necessary corporate action required to authorize the
issuance and sales of the Shares.
3.
When
certificates for the Shares have been duly executed and countersigned, and
delivered against due receipt of the exercise price for the Shares as described
in the options relating thereto and the Plans, the Shares will be legally
issued, fully paid and non-assessable.
We
hereby
consent to the filing of this opinion as an exhibit to the S-8 Registration
Statement.
Sincerely,
|
Ellenoff
Grossman & Schole LLP
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