Exhibit 5
[HELLER, HOROWITZ & FEIT, P.C., LETTERHEAD]
Trimedyne, Inc. January 12, 2001
2801 Barranca Road
Irvine, CA 92606
Gentlemen:
As counsel for your Company, we have examined your certificate of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of laws we have deemed relevant for the purpose
of this opinion.
We have also, as such counsel, examined the Registration Statement (the
"Registration Statement") of your Company on Form S-2, covering the registration
under the Securities Act of 1933of up to 1,500,000 Shares of Common Stock, $0.01
par value, of the Company ("Common Stock").
Our review has also included the exhibits and form of prospectus for
the issuance of such securities (the "Prospectus") filed with the Registration
Statement.
On the basis of such examination, we are of the opinion that:
1. The Company is a corporation duly authorized and validly existing
and in good standing under the laws of the State of Nevada, with corporate power
to conduct its business as described in the Registration Statement.
2. The Company has an authorized capitalization of 30,000,000 shares of
Common Stock and 1,000,000 shares of Preferred Stock.
3. The Common Stock has been duly and validly authorized and, upon the
issuance thereof, will be duly and validly issued as fully paid and
non-assessable shares of Common Stock.
We hereby consent to the use of our name in the Registration Statement
and Prospectus and we also consent to the filing of this opinion as an exhibit
thereto.
Very truly yours,
/s/
HELLER, HOROWITZ & FEIT, P.C.
