November 28, 2000
Criticare Systems, Inc.
20925 Crossroads Circle
Waukesha, Wisconsin 53186
Gentlemen: Re: Registration Statement on Form S-1
We have acted as counsel for Criticare Systems, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration of
1,786,273 shares (the "Shares") of its $.04 par value common stock at the
request of the selling stockholders listed therein.
In such capacity we have examined, among other documents, the Restated
Certificate of Incorporation of the Company, as amended, a certificate of good
standing issued by the Secretary of State of the State of Delaware and the
Registration Statement on Form S-1 to be filed by the Company with the
Securities and Exchange Commission on or shortly after the date of this letter
covering the sale by the Selling Stockholders of the Shares. Based on the
foregoing and such additional investigation as we have deemed necessary, it is
our opinion that the Shares have been validly issued and are fully-paid and
nonassessable, except as set forth in Wisconsin Statutes section 180.0622(2)(b),
as interpreted, which provides that shareholders of the Company may be
personally liable in an amount equal to the par value of their shares for all
debts owing to employees of the Company for services performed for the Company,
but not exceeding six months' service in any one case.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-1.
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ Benjamin G. Lombard
Benjamin G. Lombard
