(Letterhead of Cohne, Rappaport & Segal, P.C.)
January 11, 2001
Board of Directors
Interwest Home Medical, Inc.
235 East 6100 South
Salt Lake City, UT 84107
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Interwest Home Medical, Inc. with the Securities and Exchange Commission on
January 11, 2001 (the "Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended, of an aggregate of
1,060,000 shares of your Common Stock, no par value (the "Shares"), (i) the
Interwest Home Medical, Inc. 2000 Stock Incentive Plan; (ii) specific grants of
options to officers and non-employee directors on December 13, 1999; and (iii)
specific grants of options to non-employee directors on April 1, 1997
(collectively, the "Plans"). As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plans.
It is our opinion that, when issued and sold in the manner described in
the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
COHNE, RAPPAPORT & SEGAL
\s\ Cohne, Rappaport & Segal
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