Olshan Grundman Frome & Rosenzweig LLP
                                505 Park Avenue
                            New York, New York 10039






                                                     August 12, 1998






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

                  Re:      The Quigley Corporation-
                           Registration Statement On Form S-8
                           ----------------------------------

Ladies and Gentlemen:

                  Reference  is made to the  Registration  Statement on Form S-8
dated the date hereof (the "Registration Statement"),  filed with the Securities
and Exchange  Commission by the Quigley  Corporation,  a Nevada corporation (the
"Company").  The  Registration  Statement  relates to an  aggregate of 1,500,000
shares (the "Shares") of common stock,  par value $.001 per share of the Company
(the  "Common  Stock").  The Shares  will be issued  and sold by the  Company in
accordance with the Company's 1997 Stock Option Plan (the "Plan").

                  We  advise  you  that we have  examined  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,  the Plan 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
August 12, 1998
Page -2-


                  Based  upon  the  foregoing,  we are of the  opinion  that the
Shares, when issued and paid for in accordance with the terms and conditions set
forth  in  the  Plan,  will  be  duly  and  validly   issued,   fully  paid  and
non-assessable.

                  We  are  members  of  the  bar  of  the  State  of  New  York.
Accordingly,  this opinion is limited to the federal laws of the United  States,
the laws of the State of New York and the General  Corporation  Law of the State
of Delaware.  Insofar as the opinion expressed above relates to matters that are
governed by the laws of the State of Nevada, our investigation of the applicable
law has been  limited  exclusively  upon our review of what we believe to be the
relevant provisions of the General Corporation Law of the State of Nevada.

                  We hereby  consent to the filing of this opinion as an exhibit
to the  Registration  Statement  and to the  reference  to this  firm  under the
caption  "Legal   Matters"  in  the  prospectus   constituting  a  part  of  the
Registration Statement.

                                     Very truly yours,

                                     /s/ Olshan Grundman Frome & Rosenzweig LLP
                                     OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP