Exhibit 5.2
[Bass & Xxxxxx, P.C. Letterhead]
October 24, 1996
Sentra Securities Corporation
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Spelman & Co., Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
As Representatives of the Several Underwriters
Named in the Underwriting Agreement
Re MD Labs, Inc.
Re: Amendment No. 1 to Form SB-2 - MD Labs, Inc.
To be filed with SEC on October 25, 1996
--------------------------------------------
Dear Sirs:
We have acted as special counsel to MD Labs, Inc. with regard to FDA,
FTC and local licensing matters. In this regard we have reviewed the above
described Registration Statement as regards the sections entitled RISK FACTORS -
Absence of Clinical Studies, Scientific Review and Testing, Uncertainty and
Potential Negative Effects of Government Regulations, Noncompliance with
Government Regulations and Effect of Discontinued Product; and BUSINESS -
Government Regulation.
As of the stated effective date, we have no reason to believe that such
sections (a) contain any untrue statement of a material fact, or (b) omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading.
We note that our opinion is in part based upon information supplied to
us by the Company and its management, which we have relied on. Facsimile or
other copies of this opinion may be used to serve as an original.
Sincerely yours,
BASS & XXXXXX, P.C.
/s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
JL/ng
