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EXHIBIT 5
AXELROD, SMITH & KIRSHBAUM
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 700
Houston, Texas 77007-8292
Telephone (713) 861-1996
Facsimile (713) 552-0202
May 31, 2000
Mr. David A. Packer, President
Computerized Thermal Imaging, Inc.
476 Heritage Park Boulevard, Suite 210
Layton, Utah 84041
Dear Mr. Packer:
As counsel for Computerized Thermal Imaging, Inc., a Nevada corporation
(the "Company"), you have requested our firm to render this opinion in
connection with the registration statement of the Company on Form SB-2 , SEC
File Number 333-47237, ("Registration Statement") under the Securities Act of
1933, as amended (the "Act"), filed with the Securities and Exchange Commission
relating to the registration of the issuance of up to 7,443,948 shares of common
stock, par value $.001 per share (the "Common Stock").
We are familiar with the Registration Statement and the registration
contemplated thereby. In giving 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 making our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents presented to us
as originals, the conformity to original documents of all documents presented to
us as copies thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not independently verified.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada; and
2. The shares of Common Stock issued are validly authorized, issued and
are fully paid and nonassessable.
3. The shares of Common Stock to be issued underlying warrants are validly
authorized and, when issued and delivered in accordance with the terms
of the options and warrants, will be validly issued, fully paid and
nonassessable.
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We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference in the Registration Statement to Axelrod, Smith,
& Kirshbaum under the heading "Exhibits-Opinion."
Very truly yours,
/s/Axelrod, Smith & Kirshbaum
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Axelrod, Smith & Kirshbaum
