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EXHIBIT 5
August 4, 2000
HealthTronics, Inc.
1841 West Oak Parkway, Suite A
Marietta, GA 30062
Re: Form S-8 Registration Statement of HealthTronics, Inc.;
Registration of 1,000,000 Shares of Common Stock under the
HealthTronics, Inc. Stock Option Plan - 2000
Ladies and Gentlemen:
We have acted as counsel to HealthTronics, Inc. (the
"Company") in connection with the execution and filing of the Company's
Registration Statement on Form S-8, filed with the Securities and Exchange
Commission (the "Registration Statement"), providing for the registration of
1,000,000 shares of Common Stock of the Company (the "Shares"), issuable by the
Company in connection with the Company's Option Plan (the "Plan"). We are
rendering this opinion to you pursuant to Item 601(b)(5) of Regulation S-K.
In furnishing this opinion, we have examined such corporate
and other records as we have deemed necessary or appropriate to provide a basis
for the opinion set forth below. This opinion is given as of the date hereof and
is based upon facts and conditions presently known and laws and regulations
presently in effect.
On the basis of the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plan, will be legally issued, fully
paid and nonassessable shares of Common Stock of the Company.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Miller & Martin LLP
