Exhibit 5
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November 17, 2000
OraSure Technologies, Inc.
8505 S.W. Creekside Place
Beaverton, Oregon 97008
Subject: OraSure Technologies, Inc. Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8
("Registration Statement") to be filed by OraSure Technologies, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended, 6,185,400
shares (the "Registered Shares") of the Company's common stock, $.000001 per
share ("Common Stock"), to be issued in connection with the Company's 2000 Stock
Award Plan and Employee Incentive and Non-Qualified Stock Option Plan
(collectively, the "Plans"), together with options and other rights related
thereto.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such corporate records, certificates of public
officials, and other documents as we have deemed necessary or relevant as a
basis for the opinion set forth herein.
Based on the foregoing, it is our opinion that the Registered Shares,
when sold and delivered by the Company upon exercise of options or pursuant to
other rights duly granted under the Plans against payment for such shares to the
extent and in the manner required by the Plans, will be validly issued, fully
paid and non-assessable.
We consent to the use of this opinion in the Registration Statement and
in any amendments thereof.
Very truly yours,
/s/ MILLER NASH LLP
