EXHIBIT (5)

            Opinion of Atlas, Pearlman, Trop & Borkson, P.A. relating
                    to the issuance of shares of Common Stock
            pursuant to the Puradyn Filter Technologies, Incorporated
                             1999 Stock Option Plan



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                                                          November 19, 1999


Puradyn Filter Technologies, Incorporated
3020 High Ridge Road, Suite 100
Boynton Beach, FL 33426


      RE:  REGISTRATION STATEMENT ON FORM S-8; PURADYN FILTER TECHNOLOGIES,
           INCORPORATED (THE "COMPANY") 1999 STOCK OPTION PLAN

Gentlemen:

         This opinion is submitted pursuant to the applicable rules of the
Securities and Exchange Commission ("Commission") with respect to the
registration by the Company and the resale of an aggregate of 2,000,000 shares
of Common Stock, $.001 par value per share of the Company (the "Shares"). The
Shares may be sold pursuant to the above Registration Statement and the
Company's 1999 Stock Option Plan ("Plan"). The shares of Common Stock to be sold
consist of 2,000,000 shares of Common Stock to be issued under various Common
Stock purchase options (the "Options") granted pursuant to the Plan.

         In our capacity as counsel to the Company, we have examined the
original, certified, conformed, photostat or other copies of the Company's
Articles of Incorporation, By-Laws, the Plan and various other agreements and
written options to officers, directors, key employees and consultants to the
Company, corporate minutes provided to us by the Company and such other
documents and instruments as we deemed necessary. In all such examinations, we
have assumed the genuineness of all signatures on original documents, and the
conformity to originals or certified documents of all copies submitted to us as
conformed, photostat or other copies. In passing upon certain corporate records
and documents of the Company, we have necessarily assumed the correctness and
completeness of the statements made or included therein by the Company, and we
express no opinion thereon.

         Subject to and in reliance upon the foregoing, we are of the opinion
that the Shares to be issued upon exercise of the Options, when issued in
accordance with the terms thereof, will be validly issued, fully paid and
non-assessable.

         We hereby consent to the use of this opinion in the Registration
Statement on Form S-8 to be filed with the Commission.

                                       Very truly yours,

                                       ATLAS, PEARLMAN, TROP & BORKSON, P.A.

                                       /s/ATLAS, PEARLMAN, TROP & BORKSON, P.A.
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