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                                                                Washington, D.C.
MCDERMOTT, WILL & EMERY

                                    May 1, 2001


SafeScience, Inc.
31 St. James Avenue, 8th Floor
Boston, MA  02116

         Re:      Registration Statement on Form S-3
                  ----------------------------------

Dear Ladies & Gentlemen:

                  At your request, we have examined the form of Registration
Statement on Form S-3 (the "Registration Statement"), to be filed by
SafeScience, Inc., a Nevada corporation (the "Company"), with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933 for resale of an aggregate of up to 8,327,087 shares (the "Shares") of
Common Stock, par value $.01 per share, of the Company (the "Common Stock")
representing: (i) 160,000 shares of Common Stock issued to Delta-Omega
Technologies, Inc.; (ii) a total of 687,500 shares of Common Stock issuable upon
exercise of warrants issued to Wayne State University and the Barbara Ann
Karmanos Cancer Institute; (iii) 380,000 shares of Common Stock issuable upon
exercise of a warrant issued to Montrose Investments Ltd.; (iv) an aggregate of
4,735,419 shares of Common Stock issued in private placements by the Company
completed in December 2000, January 2001 and March 2001; and (v) an aggregate of
2,364,168 shares issuable upon exercise of warrants issued in such private
placements.

                  The Shares may be sold from time to time for the account of
certain stockholders of the Company.

                  We have examined the proceedings heretofore taken by the
Company in connection with the authorization, issuance and sale of the
securities referred to above.

                  Based on the foregoing, and assuming that the full
consideration for each Share issuable upon exercise of the warrants identified
in clauses (ii), (iii) and (v) above (the "Warrants") is received by the Company
in accordance with the terms of the Warrants, it is our opinion that the Shares
covered by the Registration Statement will, when issued, be validly issued and
outstanding, fully paid and nonassessable.





SafeScience, Inc.
May 1, 2001
Page 2



                  We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus which is part of the Registration Statement.

                                              Very truly yours,

                                              /s/ McDermott, Will & Emery
                                              McDermott, Will & Emery