EXHIBIT 5
[LETTERHEAD OF GOODMAN PHILLIPS & VINEBERG]
September 26, 2000
E-Z-EM, Inc.
717 Main Street
Westbury, NY 11590
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for E-Z-EM, Inc., a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-8
proposed to be filed with the Securities and Exchange Commission on or about
September 26, 2000 (the "Registration Statement").
The Registration Statement covers the registration of 800,000 shares of
Class B common stock, $.10 par value per share, of the Company (the "Shares"),
which are issuable by the Company upon exercise of stock options granted or to
be granted pursuant to its 1983 Stock Option Plan, as amended (the "Plan").
We have reviewed the corporate proceedings of the Company with respect
to the authorization of the Plan and the proposed issuance of the Shares
thereunder. We have also examined and relied upon originals or copies of such
corporate records, instruments, agreements or other documents of the Company,
and certificates of officers of the Company as to certain factual matters, as we
have deemed necessary or appropriate as a basis for the opinions hereinafter
expressed. In our examination, we have assumed the genuineness of all
signatures, the conformity to the originals of all documents reviewed by us as
copies, the authenticity and completeness of all original documents reviewed by
us in original or copy form, and the legal competence of each individual
executing any document.
This opinion is limited solely to the Delaware General Corporation Law,
as applied by courts located in Delaware, the applicable provisions of the
Delaware Constitution and the reported judicial decisions interpreting those
laws.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when issued and delivered upon the exercise of options duly granted
pursuant to the Plan and against the payment of the exercise price therefor as
provided in the Plan, will be validly issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODMAN PHILLIPS & VINEBERG
GOODMAN PHILLIPS & VINEBERG
