OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
                                505 PARK AVENUE
                            NEW YORK, NEW YORK 10022
                                 (212) 753 7200


                                                     July 14, 1997






Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

                  Re:      Quigley Corporation-
                           REGISTRATION STATEMENT ON FORM SB-2

Ladies and Gentlemen:

                  Reference is made to the  Registration  Statement on Form SB-2
dated the date hereof (the "Registration Statement"),  filed with the Securities
and  Exchange  Commission  by Quigley  Corporation,  a Nevada  corporation  (the
"Company").  The  Registration  Statement  relates to an  aggregate of 5,480,000
shares (the  "Shares") of common  stock,  par value $.001 per share (the "Common
Stock").  The Shares will be issued by the  Company to the Selling  Shareholders
named in the Registration Statement upon the exercise of outstanding warrants.

                  We  advise  you that we have  examined,  among  other  things,
originals or copies certified or otherwise identified to our satisfaction of the
Certificate of Incorporation and By-laws of the Company,  minutes of meetings of
the Board of Directors and stockholders of the Company and such other documents,
instruments and certificates of officers and  representatives of the Company and
public  officials,  and we have made  such  examination  of the law,  as we have
deemed appropriate as the basis for the opinion hereinafter expressed. In making
such  examination,  we have  assumed  the  genuineness  of all  signatures,  the
authenticity of all documents  submitted to us as originals,  and the conformity
to original  documents of documents  submitted to us as certified or photostatic
copies.

Securities and Exchange Commission
July 14, 1997
Page -2-

                  Based  upon  the  foregoing,  we are of the  opinion  that the
Shares  have been duly  authorized  and will be validly  issued,  fully paid and
non-assessable upon the exercise of the warrants,  subject,  however, to receipt
by the Company of the exercise  price for the warrants in accordance  with their
respective terms.

                  We hereby  consent to use of this opinion in the  Registration
Statement and Prospectus, and to the use of our name in the Prospectus under the
caption "Legal Matters".

                                     Very truly yours,


                                     /S/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
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                                         OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP