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Exhibit 5
December 19, 2000
Board of Directors
Cardiac Science, Inc.
16931 Millikan Avenue
Irvine, California 92606
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") filed by Cardiac Science, Inc. (the "Company") with
the Securities Exchange Commission in connection with the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of the issuance of
295,658 shares (the "Shares") of the Company's common stock pursuant to Sections
11.2 and 11.3 of the Merger Agreement and Plan of Reorganization among the
Company, Cardiac Acquisition Corp., and Cadent Medical Corporation (the
"Agreement"). We also have examined instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examinations, we have assumed (a) the authenticity of
original documents and the genuineness of all signatures; (b) the conformity to
the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations, and warranties
contained in the records, documents, instruments and certificates we have
reviewed.
Based on such examinations, it is our opinion that the Shares, when
issued and sold in the manner described in the Agreement and in the Registration
Statement, will 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 reference to our firm in the Registration
Statement under the heading "Interests of Named Experts and Counsel." In giving
this consent, we do not admit that we are "experts" within the meaning of that
term as used in the Securities Act, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.
This opinion is rendered solely for your use as an exhibit to the
Registration Statement and may not be relied upon for any other purpose. We
disclaim any obligation to update this opinion letter for events occurring or
coming to our attention after the date hereof.
Sincerely,
/s/ Breslow & Walker, LLP
Breslow & Walker, LLP
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