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EXHIBIT 5
October 16, 2000
Theragenics Corporation
5203 Bristol Industrial Way
Buford, Georgia 30518
Re: Registration Statement on Form S-8
Theragenics Corporation
Theragenics Corporation 2000 Stock Incentive Plan
Ladies and Gentlemen:
We have served as counsel for Theragenics Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, pursuant to a Registration Statement on Form
S-8 (the "Registration Statement"), of an aggregate of 1,000,000 shares (the
"Shares") of common stock, $.01 par value, of the Company, to be issued and sold
by the Company to selected officers, directors and consultants of the Company
and its subsidiaries pursuant to the Theragenics Corporation 2000 Stock
Incentive Plan (the "Plan").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the authorization of the grants of securities pursuant to the Plan
as we have deemed necessary and advisable. In such examinations, we have assumed
the genuineness of all signatures on all originals and copies of documents we
have examined, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all certified, conformed or
photostatic copies. As to questions of fact material and relevant to our
opinion, we have relied upon certificates or representations of Company
officials and of appropriate governmental officials.
We express no opinion as to matters under or involving the laws of any
jurisdiction other than the corporate law of the State of Delaware.
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares and the receipt of
payment therefor as provided in the Plan and as contemplated by
the Registration Statement, such Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
