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Exhibit 5
HALE & DORR LLP
60 State Street, Boston, Massachusetts 02109
617-526-6000 o fax 617-526-5000
November 3, 2000
PolyMedica Corporation
11 State Street
Woburn, MA 01801
Re: 2000 Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 1,200,000 shares (the "Shares") of Common Stock, $.01 par
value per share, of PolyMedica Corporation, a Massachusetts corporation (the
"Company"), issuable under the Company's 2000 Stock Incentive Plan (the "Plan").
We have examined the Articles of Organization of the Company, the By-laws
of the Company (each as amended to date), and originals, or copies certified in
our satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, photostatic of facsimile copies, and the authenticity of the
originals of any such documents.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized for issuance under the Plan, and the Shares, when issued and
paid for in accordance with the terms of the Plan and at a price per share in
excess of the par value per share for such Shares, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr LLP
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HALE AND DORR LLP
