EXHIBIT 5
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
Telecopier: 305-358-9617
November 2, 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
11,623,228 shares of the Company's common stock, no par value, (i) 3,993,871 of
which are issued and outstanding (the "Shares"), (ii) 3,463,203 of which are
issuable upon conversion of the Company's Series K Convertible Preferred Stock
(the "Conversion Shares"), (iii) 3,846,154 of which are issuable upon exercise
of the Company's put option pursuant to its August 17, 2000, Private Equity
Credit Agreement with Charlton Avenue, LLC (the Option Shares"), and (iv)
320,000 of which have been reserved for issuance by the Company to certain of
the Selling Shareholders named in the Registration Statement upon the exercise
of certain outstanding warrants (the "Warrant Shares").
We have examined original, photostatic or certified copies of such
records of the Company, including the Articles of Incorporation, as amended, the
Certificate of Designations of Preferences, Rights and Limitations of Series K
Convertible Preferred Stock (the "Certificate of Designations"), 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
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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 are validly issued, fully paid and
non-assessable, (ii) the Option Shares, Conversion Shares and Warrant Shares
have been duly and validly authorized, (iii) when the options and warrants are
exercised and the Warrant Shares and Option Shares are issued against payment in
accordance with the terms of the warrants and options, the Warrant Shares and
Option Shares will be validly issued, fully paid and non-assessable, and (iv)
upon conversion of the Series K Convertible Preferred Stock in accordance with
the Certificate of Designations, the Conversion 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/ Robert B. Macaulay
MITRANI, RYNOR, ADAMSKY,
MACAULAY & ZORRILLA, P.A.
