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EXHIBIT 5
October 16, 2000
Board of Directors
Cardiac Science, Inc.
16931 Millikan Avenue
Irvine, CA 92606
Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about October 13, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933 of shares of your common stock (the "Shares") to be sold
by the stockholders listed in the Registration Statement (the "Selling
Stockholders"). It is our opinion that the Shares, when sold by the Selling
Stockholders in the manner described in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the reference made to us under the
caption "Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Very truly yours,
/s/ Breslow & Walker, LLP
Breslow & Walker, LLP
