EXHIBIT 23.1
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June 12, 1996
CardioTech International, Inc.
11 State Street
Woburn, Massachusetts 01801
Re: CardioTech 1996 Employee, Director and
Consultant Stock Option Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities
and Exchange Commission relating to 1,100,000 shares (the "Shares") of
Common Stock, $.01 par value per share, of CardioTech International,
Inc., a Massachusetts corporation (the "Company"), issuable under the
Company's 1996 Employee, Director and Consultant Stock Option Plan (the
"Plan").
We have examined the Amended and Restated Articles of Organization of the
Company, the By-laws of the Company, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, photostatic or facsimile copies,
and the authenticity of the originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized for issuance under the Plan, and the Shares, when
issued and paid for in accordance with the terms of the Plan and at a
price per share in excess of the par value per share for such Shares,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.