EXHIBIT
5
ROBERT
BRANTL, ESQ.
322
Fourth Street
Brooklyn,
NY 11215
718-768-6045
December
6, 2005
Veridium
Corporation
1
Jasper
Street
Paterson,
NJ 07522
Gentlemen:
With
reference to the Registration Statement on Form S-8 which Veridium Corporation
proposes to file with the Securities and Exchange Commission registering
50,000,000 common shares which may be offered and sold by Veridium Corporation
under the 2005 Employee Incentive Plan (the “Shares”), I am of the opinion that
all proper corporate proceedings have been taken so that the Shares, upon
sale
and payment therefor in accordance with the Plan, will be legally issued,
fully
paid, and nonassessable.
I
hereby
consent to the filing of this opinion with the Securities and Exchange
Commission in connection with the Registration Statement referred to
above.
| |
Yours,
|
| |
|
| |
|
| |
/s/
Robert
Brantl
|
| |
Robert
Brantl
|