Exhibit (5)
DUANE, MORRIS & HECKSCHER LLP NEW YORK, NY
LONDON, ENGLAND
ATTORNEYS AT LAW CHICAGO, IL
WASHINGTON, DC
ONE LIBERTY PLACE SAN FRANCISCO, CA
PHILADELPHIA, PA 19103-7396 BOSTON, MA
(215) 979-1000 ATLANTA, GA
MIAMI, FL
FAX WILMINGTON, DE
(215) 979-1020 HARRISBURG, PA
WAYNE, PA
www.duanemorris.com CHERRY HILL, NJ
NEWARK, NJ
WESTCHESTER, NY
PRINCETON, NJ
PALM BEACH, FL
ALLENTOWN, PA
HOUSTON, TX
BANGOR, ME
October 31, 2000
The Board of Directors of
Surgical Laser Technologies, Inc.
147 Keystone Drive
Montgomeryville, Pennsylvania 18936
Ladies and Gentlemen:
We have acted as counsel to Surgical Laser Technologies, Inc. (the
"Company") in connection with the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended, of a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the offer and sale by the Company of up to 250,000 shares (the "Shares") of
common stock, $.01 par value ("Common Stock"), of the Company pursuant to the
Company's 2000 Equity Incentive Plan (the "Incentive Plan").
As counsel to the Company, we have supervised all corporate
proceedings in connection with the preparation and filing of the Registration
Statement. We have also examined the Company's Restated Certificate of
Incorporation and By-Laws, as amended to date, the corporate minutes and other
proceedings and records relating to the authorization, sale and issuance of
the Shares and such other documents and matters of law as we have deemed
necessary or appropriate in order to render this opinion.
Based upon the foregoing, it is our opinion that each of the Shares,
when issued in accordance with the terms and conditions of the Incentive Plan
and of any option, or award granted thereunder, will be duly authorized,
legally and validly issued and outstanding, fully paid and nonassessable.
We hereby consent to the use of this opinion in the Registration
Statement, and we further consent to the reference to our name under the
caption "Interests of Named Experts and Counsel" in the Registration
Statement.
Sincerely,
/s/ Duane, Morris & Heckscher LLP
