EX-5.1 2 file002.htm OP OF MORSE, ZELNICK, ROSE & LANDER, LLP


                          MORSE, ZELNICK, ROSE & LANDER
                         A LIMITED LIABILITY PARTNERSHIP

                                 405 PARK AVENUE
                          NEW YORK, NEW YORK 10022-4405
                                  212 838 1177
                                FAX 212 838 9190



                                February 8, 2006



Milestone Scientific, Inc.
220 South Orange Avenue
Livingston, NJ  07039


               Re:  Pre-effective amendment No. 3 to the Registration
                    Statement on Form S-3 (SEC file no. 333-127728)


Ladies and Gentlemen:


     We have acted as counsel to Milestone Scientific, Inc., a Delaware
corporation ("Milestone"), in connection with the preparation of a registration
statement on Form S-3 (the "registration statement") filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), to register the sale by selling stockholders of (a) up to 891,468 shares
of the Company's common stock, par value $.001 per share (the "Common Stock"),
including 380,665 shares of Common Stock issuable upon exercise of outstanding
options and warrants; and (b) 372,332 warrants to purchase one share of Common
Stock (the "Warrants").


     In this regard, we have reviewed the Company's Articles of Incorporation,
as amended, resolutions adopted by the Company's Board of Directors, the
Registration Statement, the exhibits to the Registration Statement and such
other records, documents, statutes and decisions, as we have deemed relevant in
rendering this opinion. Based upon the foregoing, we are of the opinion that (i)
each share of Common Stock included in the Registration Statement has been duly
and validly authorized for issuance and is now, or when issued upon exercise of
or pursuant to the terms of the instruments that it underlies will be, legally
issued, fully paid and non-assessable under Delaware law; (ii) the Warrants are
validly issued and constitute a legally valid and binding obligation of the
Company.

     We and our affiliates are the holders of the following securities: 219,813
shares of Common Stock; options, currently exercisable, to purchase an aggregate
of 86,666 shares of Common Stock; and 110,675 warrants.

     We hereby consent to the use of this opinion as Exhibit 5.1 to the
registration statement and to the reference to our Firm in the related
prospectus under the heading "Legal Matters.". In giving this opinion, we do not
hereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the SEC
thereunder.


                                         Very truly yours,

                                         /s/ Morse, Zelnick, Rose & Lander, LLP
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                                         Morse, Zelnick, Rose & Lander, LLP