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EXHIBIT 5
[LETTERHEAD OF SAUL, EWING, REMICK & SAUL LLP]
August 4, 2000
inTEST Corporation
2 Pin Oak Lane
Cherry Hill, NJ 08003
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of inTEST Corporation, a Delaware corporation (the "Company"), to
be filed with the Securities and Exchange Commission covering the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 500,000 shares of common stock, par value $0.01 per share, of the
Company (the "Shares") pursuant to an amendment to the 1997 Stock Plan (the
"Plan") which increases the number of authorized shares in the Plan from
500,000 shares to 1,000,000 shares.
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates and
other documents as we have considered necessary or appropriate for the
purposes of this Opinion.
Based on the foregoing, it is our opinion that:
1. the Company is duly organized, validly existing and in good
standing under the laws of the Commonwealth of Delaware; and
2. the Shares to be issued in accordance with the terms described in
the Registration Statement have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to use of our name in the Registration Statement as
counsel who will pass upon the legality of the Shares for the Company and as
having prepared this Opinion as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/Saul, Ewing, Remick & Saul LLP
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SAUL, EWING, REMICK & SAUL LLP
