<PAGE>
EXHIBIT 5
Washington
Wilmer, Cutler & Pickering Baltimore
2445 M Street, N.W. New York
Washington, D.C. 20037-1420 London
Brussels
Berlin
------------------------
Telephone (202) 663-6000
Facsimile (202) 663-6363
October 25, 2000
Computerized Thermal Imaging, Inc.
476 Heritage Park Boulevard, Suite 210
Layton, Utah 84041
Re: Post-Effective Amendment No. 2 on Form S-3 to Form SB-2
Ladies and Gentlemen:
We have acted as counsel to Computerized Thermal Imaging, Inc., a Nevada
corporation (the "Company"), in connection with the preparation by the Company
of a Post-Effective Amendment No. 2 on Form S-3 to Form SB-2, Registration
No. 333-39654 (the "Registration Statement"), under the Securities Act of 1933,
as amended, relating to the registration of the issuance of up to 27,667,289
shares of common stock, par value $.001 per share (the "Common Stock"),
including: (i) the resale of up to 16,662,259 shares of the Common Stock which
may be sold by the holders thereof (the "Resale Shares"); (ii) 8,194,467 shares
underlying certain outstanding warrants as further described in the Registration
Statement (the "Resale Warrants"); and (iii) 2,810,563 shares underlying certain
outstanding options as further described in the Registration Statement (the
"Resale Options").
For purposes of this opinion, we have reviewed the Registration Statement
and such other documents and certificates of public officials and of officers of
the Company with respect to the accuracy of the factual matters contained
therein as we have felt necessary or appropriate in order to render the opinions
expressed herein. In our examination of the aforesaid documents, we have assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, and the conformity
with the original documents of all documents submitted to us as certified,
telecopied, photostatic, or reproduced copies. We have assumed the accuracy of
the foregoing certifications, on which we are relying, and have made no
independent investigation thereof.
This opinion is limited to the laws of the United States and the general
corporation law of Nevada. Although we are not members of the bar of the State
of Nevada, we have made such examination of the laws of that state as we deemed
necessary to render the opinions set forth herein. Our opinion is rendered only
with respect to the laws and the rules, regulations and orders thereunder that
are currently in effect.
Based upon, subject to, and limited by the foregoing, we are of the opinion
that:
(1) The Resale Shares were validly authorized, legally issued and are fully
paid and nonassessable; and
(2) With respect to the shares of Common Stock to be issued upon exercise of
the Resale Warrants and the Resale Options, such shares of Common Stock
were validly authorized, and when issued and delivered in accordance with
the terms of the Resale Warrants and the Resale Options, will be legally
issued, fully paid and non-assessable.
<PAGE>
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for your use in connection with the filing of the Post-Effective
Amendment No. 2 on Form S-3 to Form SB-2, and should not be quoted in whole or
in part or otherwise be referred to, nor otherwise be filed with or furnished to
any governmental agency or other person or entity, without our express prior
written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Form S-3 and to the reference to our firm under the caption "Legal Matters" in
the prospectus to the Registration Statement. Nothing herein shall be construed
to cause us to be considered "experts" within the meaning of Section 11 of the
Securities Act of 1933, as amended.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ ROBERT F. HOYT
-------------------------------------------------------------------------
Robert F. Hoyt, a partner
