LAW OFFICES
MITRANI, RYNOR, ADAMSKY, MACAULAY & ZORRILLA, P.A.
2200 SUNTRUST INTERNATIONAL CENTER
ONE SOUTHEAST THIRD AVENUE
MIAMI, FLORIDA 33131
E-mail: [email protected] Telephone: 305-358-0050
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Telecopier: 305-358-9617
December 4, 2000
Imaging Diagnostic Systems, Inc.
6531 Northwest 18 Court
Plantation, Florida 33313
Re: Imaging Diagnostic Systems, Inc., Form S-2
Registration Statement No. 333-46546
Ladies and Gentlemen:
We have acted as counsel to Imaging Diagnostic Systems, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-2 (the "Registration Statement") under the Securities Act of
1933, as amended. The Registration Statement relates to an aggregate of
6,973,987 shares of the Company's common stock, no par value, which are issuable
upon exercise of the Company's put option (the "Option" pursuant to its November
30, 2000, Amended Private Equity Credit Agreement (the "Private Equity
Agreement") with Charlton Avenue, LLC (the "Shares").
We have examined original, photostatic or certified copies of such
records of the Company, including the Articles of Incorporation, as amended, the
Private Equity Agreement, the Bylaws and minutes, the Registration Statement and
other documents as we have deemed relevant and necessary for purposes of the
opinions hereinafter set forth. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents and instruments
submitted to us as originals and the conformity to authentic originals of all
documents and instruments submitted to us as certified or photostatic copies. As
to various questions of fact material to our opinions we have relied upon
representations made to us by various officers and directors of the Company and
we have not conducted or received independent verification of those facts.
Based on the foregoing, we are of the opinion that (i) the Shares have
been duly and validly authorized and (ii) when the Option is exercised and the
Shares are issued against payment in accordance with the terms of the Option,
the Shares 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 and to the use of our name under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of persons
whose consent is required by Section 7 of the Securities Act or the Commission's
rules and regulations thereunder.
Sincerely,
/s/ Mitrani, Rynor, Adamsky, Macaulay & Zorrilla, P.A.
MITRANI, RYNOR, ADAMSKY,
MACAULAY & ZORRILLA, P.A.
EXHIBIT 5
[LETTERHEAD OF MITRANI, RYNOR, ADAMSKY, MACAULAY & ZORRILLA, P.A.]
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