Exhibits 5
July 31, 2000
CONSENT AND OPINION OF COUNSEL
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549-1004
Gentlemen:
I am securities counsel to SWISSRAY International, Inc., a New York corporation
(the "Company"). I have, in such capacity, examined and am familiar with the
Articles of Organization, as amended, and the By-laws of the Company, and have
examined the records of corporate proceedings. I have also examined and am
familiar with such other documents as I have considered necessary for rendering
my opinion hereinafter set forth.
Based upon the foregoing, I am of the opinion that the shares of Common Stock,
$.01 par value, of the Company reserved for issuance under the SWISSRAY
International, Inc. 2000 Non-Statutory Stock Option Plan dated July 12, 2000,
will, when issued in accordance with the terms of such plan, be legally issued,
fully paid and nonassessable.
In addition, I hereby consent to the use of our name in the above opinion filed
with the Registration Statement on Form S-8.
Very truly yours,
s/Gary B. Wolff/
Gary B. Wolff
GBW:th
-16-
