EXHIBIT 5
[Dechert Letterhead]
July 13, 2000
Rheometric Scientific, Inc.
One Possumtown Road
Piscataway, NJ 08854
Re: 250,000 Shares of Common Stock, as described in the Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 referred to below
Ladies and Gentlemen:
We have acted as counsel to Rheometric Scientific, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of an aggregate of 250,000 shares (the "Shares") of the
Company's Common Stock, no par value per share (the "Common Stock"), none of
which have been issued and all of which are subject to issuance (the "Option
Shares"), pursuant to the Post-Effective Amendment No. 1 to the Registration
Statement on Form S-8 (the "Registration Statement") to be filed today with the
Securities and Exchange Commission under the Securities Act relating to the
Company's 1996 Stock Option Plan, as amended (the "Plan").
We have participated in the preparation of the Registration Statement and
examined such corporate records and documents and matters of law as we have
considered appropriate to enable us to give this opinion. In making our
examination we assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to authentic
original documents of all documents submitted to us as copies.
Based upon the foregoing, it is our opinion that the Option Shares have been
duly and validly authorized by the Company, and that the Option Shares issuable
upon exercise of the stock options granted under the Plan, when issued upon
exercise of such stock options in accordance with the terms of the Plan and
option agreements, and delivered to the purchasers thereof against payment of
the exercise price therefor, will be validly issued, fully paid and
nonassessable.
Our opinion contained herein relates solely to the New Jersey Business
Corporation Act and the Delaware General Corporation Law, and we express no
opinion herein concerning the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ Dechert
