THELEN REID & PRIEST LLP
NEW YORK ATTORNEYS AT LAW NEW YORK OFFICE
SAN FRANCISCO 40 WEST 57TH STREET DIRECT DIAL NUMBER
WASHINGTON, D.C. NEW YORK, N.Y. 10019-4097
LOS ANGELES TEL (212) 603-2000 FAX (212) 603-2001
SAN JOSE www. thelenreid.com
New York, New York
July 11, 2000
Caprius, Inc.
One Parker Plaza
Fort Lee, New Jersey 07024
Gentlemen:
We have acted as counsel to Caprius, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a Registration Statement on
Form SB-2 (the "Registration Statement") relating to the registration of (A)
2,186,697 shares of the Company's Common Stock, $.10 par value per share (the
"Common Stock"), which have been issued in various private placements (the
"Private Placements"), and (B) 5,886,398 shares of Common Stock issuable upon
exercise of presently exercisable warrants (the "Warrants") and options (the
"Options").
This opinion is being rendered in connection with the filing by the Company
of the Registration Statement.
For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement; (ii) the Certificate of Incorporation and By-Laws of the Company, as
in effect on the date hereof; (iii) the warrant agreements relating to the
Warrants; (iv) the option agreements relating to the Options; (v) agreements and
documents relating to the Private Placements; (vi) the resolutions adopted by
the Board of Directors of the Company relating to each of the foregoing and
(vii) such other documents, certificates or other records as we have deemed
necessary or appropriate.
Based upon the foregoing, and subject to the qualifications hereinafter
expressed, 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 Delaware.
(2) The shares of Common Stock included in the Registration Statement which are
presently issued and outstanding were duly authorized, validly issued, and
are fully paid and non-assessable.
(3) The shares of Common Stock included in the Registration Statement to be
issued upon the exercise of the Warrants will be duly authorized and
validly issued, and fully paid and non-assessable when such Warrants are
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duly exercised and the exercise price is paid for the shares of Common
Stock underlying such Warrants in accordance with the terms of the
respective warrant agreements.
(4) The shares of Common Stock included in the Registration Statement to be
issued upon the exercise of the Options will be duly authorized and validly
issued, and fully paid and non-assessable when such Options are duly
exercised and the exercise price is paid for the shares of Common Stock
underlying such Options in accordance with the terms of the respective
option agreements.
We are members of the Bar of the State of New York and do not hold
ourselves out as experts concerning, or qualified to render opinions with
respect to, any laws other than the laws of the State of New York, the federal
laws of the United States and the General Corporation Law of the State of
Delaware.
We hereby consent to the reference to this firm under the caption "Legal
Matters" in the Prospectus included in the Registration Statement and to the
filing of this opinion with the Securities and Exchange Commission as Exhibit 5
to the Registration Statement.
Very truly yours,
Thelen Reid & Priest LLP
THELEN REID & PRIEST LLP
