EXHIBIT 5
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WIGGIN & DANA LLP
One Century Tower
New Haven, CT 06508
(203) 498-4400 (Phone)
(203) 782-2889 (fax)
October 4, 2000
CAS Medical Systems, Inc.
44 East Industrial Road
Branford, CT 06405
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), by CAS Medical Systems, Inc.
(the "Company"), relating to 1,000,000 shares of the Company's Common Stock,
$.004 par value per share (the "Shares"), to be issued pursuant to the Company's
1994 Employees' Incentive Stock Option Plan (the "Plan").
As counsel for the Company, we have examined such corporate records, other
documents, and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion and, upon the basis of such
examination, advise you that in our opinion, the Shares being registered
pursuant to the Registration Statement, when issued and paid for under the Plan
in accordance with the terms of the Plan, will be duly authorized, legally
issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the Registration
Statement under the provisions of the Act.
Very truly yours,
/s/ Wiggin & Dana LLP
