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                                                                    EXHIBIT 5

Mintz Levin          Boston                       One Financial Center
Cohn Ferris          Washington                   Boston, Massachusetts 02111
Glovsky and          Reston, Virginia             617 542 6000
Popeo pc                                          617 542 2241 fax
                                                  www.mintz.com




                                 December 23, 1999

Organogenesis Inc.
150 Dan Road
Canton, Massachusetts 02021

Ladies and Gentlemen:

         We have acted as counsel to Organogenesis Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") on or about December 23,
1999. The Registration Statement relates to the issuance and sale from time to
time, pursuant to Rule 415 of the General Rules and Regulations promulgated
under the Securities Act of 1933, as amended (the "Securities Act"), of the
following securities of the Company with an aggregate initial public offering
price of up to $50,000,000: (i) common stock, par value $.01 per share ("Common
Stock"), (ii) one or more series of preferred stock, par value $.01 per share
("Preferred Stock"), and (iii) one or more series of unsecured debt securities
consisting of senior debentures, notes, convertible notes, bonds and/or other
evidences of indebtedness ("Debt Securities") (the Common Stock, Preferred Stock
and Debt Securities being hereinafter referred to as the "Securities").

     In connection with this opinion, we have examined (i) the form of
Registration Statement relating to the Securities; (ii) the Company's Restated
Certificate of Incorporation, as amended and currently in effect (the
"Certificate of Incorporation"); (iii) the Company's Bylaws, as amended and
currently in effect (the "Bylaws"); and (iv) resolutions adopted by the Board of
Directors of the Company (the "Board") relating to the filing of the
Registration Statement with respect to the Securities and related matters (the
"Board Resolutions"). We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such records of the Company,
certificates of officers or other representatives of the Company, certificates
of public officials and others, and such other agreements, documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

     In our capacity as counsel to the Company in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization and issuance of the
Securities. For purposes of this opinion, we have assumed that such proceedings
will be timely and properly completed, in accordance with all requirements of
applicable federal and Delaware laws, in the manner presently proposed.

     In our examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such copies.

     Members of our firm are admitted to the Bar of the Commonwealth of
Massachusetts, and we do not express any opinion as to the laws of any other
jurisdiction other than the General Corporation Law of the State of Delaware
(the "DGCL"). No opinion is expressed herein with respect to the qualification
of the Securities under
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the securities or blue sky laws of any state or any foreign jurisdiction. The
Securities may be issued from time to time on a delayed or continuous basis, but
this opinion is limited to the laws, including the rules and regulations
thereunder, as in effect on the date hereof.

    Based upon and subject to the foregoing, we are of the opinion that:

    1. With respect to any series of Debt Securities, when (i) the Registration
Statement, as finally amended (including all post-effective amendments), has
become effective; (ii) an appropriate Prospectus Supplement with respect to the
applicable Debt Securities has been prepared, delivered and filed in compliance
with the Securities Act and the applicable rules and regulations thereunder;
(iii) if the applicable Debt Securities are to be sold pursuant to a purchase,
underwriting or similar agreement (an "Underwriting Agreement"), such
Underwriting Agreement with respect to the Debt Securities in the form filed as
an exhibit to any post-effective amendment to the Registration Statement, has
been duly authorized, executed and delivered by the Company and the other
parties thereto; (iv) the Board, including any appropriate committee appointed
thereby, and the appropriate officers of the Company have taken all necessary
corporate action to approve the issuance and terms of the applicable Debt
Securities and all matters related thereto; (v) the terms of the applicable Debt
Securities and of their issuance and sale have been duly established in
conformity with any agreement of indenture (the "Indenture") so as not to
violate any applicable law, the Certificate of Incorporation or Bylaws of the
Company or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company;
(vi) the Indenture, if so required, has been qualified under the Trust Indenture
Act of 1939, as amended, and duly executed and delivered by the Company and the
trustee (the "Trustee") thereto and duly delivered by the Company to the
Trustee; and (vii) the applicable Debt Securities have been duly executed and
authenticated in accordance with the provisions of the Indenture, have been
offered, issued and sold in accordance with the terms of the Registration
Statement, or any post-effective amendment thereto, and any Prospectus and
Prospectus Supplement relating thereto, have been issued and sold in accordance
with the Indenture, and have been delivered to the purchasers thereof upon
payment of the agreed upon consideration therefor in accordance with the
purchase agreement with respect to the applicable Debt Securities, or as
otherwise contemplated by the Registration Statement, or any post-effective
amendment thereto, and any Prospectus and Prospectus Supplement relating
thereto, the applicable Debt Securities will be valid and binding obligations of
the Company, enforceable against the Company in accordance with their respective
terms.

    2. The Company has the authority pursuant to its Certificate of
Incorporation to issue up to 1,000,000 shares of Preferred Stock in one or more
series. With respect to any series of Preferred Stock, when (i) the Registration
Statement, as finally amended (including all post-effective amendments), has
become effective; (ii) an appropriate Prospectus Supplement with respect to the
applicable Preferred Stock has been prepared, delivered and filed in compliance
with the Securities Act and the applicable rules and regulations thereunder;
(iii) if the applicable Preferred Stock is to be sold pursuant to an
Underwriting Agreement, such Underwriting Agreement with respect to the
applicable Preferred Stock in the form filed as an exhibit to the Registration
Statement, or any post-effective amendment thereto, has been duly authorized,
executed and delivered by the Company and the other parties thereto; (iv) the
Board, including any appropriate committee appointed thereby, and appropriate
officers of the Company have taken all necessary corporate action to approve the
issuance and terms of the applicable Preferred Stock and all matters related
thereto, including the adoption of a Certificate of Designation relating to the
applicable Preferred Stock in accordance with the applicable provisions of the
DGCL (the "Certificate of Designation"); (v) the filing of the Certificate of
Designation with the Secretary of State of the State of Delaware has duly
occurred; (vi) the terms of the applicable Preferred Stock and of its issuance
and sale have been duly established in conformity with the Certificate of
Incorporation, including the Certificate of Designation, relating to the
applicable Preferred Stock and the Bylaws of the Company so as not to violate
any applicable law, the Certificate of Incorporation or Bylaws of the Company or
result in default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any requirement or restriction imposed by
any court or governmental body having jurisdiction over the Company; (vii) the
applicable Preferred Stock has been offered, issued and sold in accordance with
the terms of the Registration Statement, or any post-effective amendment
thereto, and any Prospectus and Prospectus Supplement relating thereto; and
(viii) certificates representing the shares of the applicable Preferred Stock
have been duly executed, signed, registered and delivered
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upon payment of the agreed upon consideration therefor in accordance with the
Underwriting Agreement with respect to the Preferred Stock, or as otherwise
contemplated by the Registration Statement, or any post-effective amendment
thereto, and any Prospectus and Prospectus Supplement relating thereto, (A) the
shares of the applicable Preferred Stock will be duly authorized, validly
issued, fully paid and nonassessable, and (B) if the applicable Preferred Stock
is convertible or exchangeable into Common Stock, the Common Stock issuable upon
conversion or exchange of the applicable Preferred Stock will be duly
authorized, validly issued, fully paid and nonassessable, assuming the
execution, authentication, issuance and delivery of the applicable Preferred
Stock and the conversion or exchange thereof in accordance with the terms of the
Certificate of Designation.

    3. The Company has the authority pursuant to its Certificate of
Incorporation to issue up to 80,000,000 shares of Common Stock. With respect to
the issuance of any shares of Common Stock, when (i) the Registration Statement,
as finally amended (including all post-effective amendments) has become
effective; (ii) an appropriate Prospectus Supplement with respect to the
applicable shares of Common Stock has been prepared, delivered and filed in
compliance with the Securities Act and the applicable rules and regulations
thereunder; (iii) if the applicable shares of Common Stock are to be sold
pursuant to an Underwriting Agreement, such Underwriting Agreement with respect
to the applicable shares of Common Stock has been duly authorized, executed and
delivered by the Company and the other parties thereto; (iv) the Board,
including any appropriate committee appointed thereby, and appropriate officers
of the Company have taken all necessary corporate action to approve the issuance
of the applicable shares of Common Stock and all matters related thereto; (v)
the terms of the issuance and sale of the applicable shares of Common Stock have
been duly established in conformity with the Certificate of Incorporation and
Bylaws so as not to violate any applicable law, the Certificate of Incorporation
or Bylaws of the Company or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any restriction
imposed by any court or governmental body having jurisdiction over the Company;
(vi) the applicable shares of Common Stock have been offered, issued and sold in
accordance with the terms of the Registration Statement, or any post-effective
amendment thereto, and any Prospectus and Prospectus Supplement relating
thereto; and (vii) certificates representing the applicable shares of Common
Stock have been duly executed, signed, registered and delivered upon payment of
the agreed upon consideration therefor in accordance with the Underwriting
Agreement with respect to the Common Stock, or as otherwise contemplated by the
Registration Statement, or any post-effective amendment thereto, and any
Prospectus and Prospectus Supplement relating thereto, the applicable shares of
Common Stock will be duly authorized, validly issued, fully paid and
nonassessable.

    The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of, or contribution to, a party
with respect to a liability where such indemnification or contribution is
contrary to public policy; (iv) we express no opinion concerning the
enforceability of any waiver of rights or defenses with respect to stay,
extension or usury laws; and (v) we express no opinion with respect to whether
acceleration of any Debt Securities may affect the ability to collect any
portion of the stated principal amount thereof which might be determined to
constitute unearned interest thereon.

    For purposes of the opinions rendered above, we have assumed that the
Company will at all times in the future be duly incorporated and validly
existing as a corporation under the laws of the State of Delaware and have the
corporate power and authority to issue and sell the Securities. To the extent
that the obligations of the Company under any Indenture or stock purchase
agreement, as the case may be, may be dependent upon such matters, we assume for
purposes of the foregoing opinions the following facts at the time of the
execution and delivery of such agreements: that the other party thereto is duly
organized, validly existing and in good standing under the laws of its
jurisdiction of organization; that such party is duly qualified to engage in the
activities contemplated by the agreement; that the agreement has been duly
authorized, executed and delivered by the other party and constitutes a legally
valid, binding and enforceable obligation of the other party, enforceable
against it in accordance with its terms; that the other party is in compliance,
generally and with respect to acting in its
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designated capacity under such agreement, with all applicable laws and
regulations; and that the other party has the requisite organizational and legal
power and authority to perform its obligations under such agreement.

    We hereby  consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to our
firm under the heading "Legal Matters" in the Registration Statement.


                                        Very truly yours,

                                        /s/ Mintz, Levin, Cohn, Ferris,
                                         Glovsky And Popeo, P.C

                                        MINTZ, LEVIN, COHN, FERRIS,
cc: Board of Directors                  GLOVSKY and POPEO, P.C.