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EXHIBIT 5
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Armstrong Teasdale LLP Attorneys at Law
One Metropolitan Square, Suite 2600
St. Louis, Missouri 63102-2740
Phone: (314) 621-5070
Fax: (314) 621-5065
www.armstrongteasdale.com
November 21, 2000
D & K Healthcare Resources, Inc.
8000 Maryland Avenue, Suite 920
St. Louis, Missouri 63105
RE: Amended and Restated 1992 Long Term Incentive Plan
Gentlemen:
In our capacity as counsel for D & K Healthcare Resources, Inc., a Delaware
corporation (the "Company"), we have examined the Registration Statement on Form
S-8 (the "Registration Statement") in form as proposed to be filed by the
Company with the Securities and Exchange Commission under the provisions of the
Securities Act of 1933, as amended, on or about November 21, 2000 relating to up
to 650,000 shares of common stock, par value $0.01 per share (the "Company
Common Stock") and associated preferred stock purchase rights (the "Rights"), to
be offered by the Company pursuant to the Registration Statement in connection
with the Company's Amended and Restated 1992 Long Term Incentive Plan (the
"Plan"). In this connection, we have examined such records, documents and
proceedings as we deem relevant and necessary as a basis for the opinion
expressed herein.
Upon the basis of the foregoing, we are of the opinion that: (i) the
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware, (ii) the shares of
Company Common Stock and the Rights to be issued in accordance with the Plan are
duly and validly authorized, and (iii) when the Company Common Stock and Rights
are issued in accordance with the procedures of the Plan, they will be duly and
validly, issued fully paid and non-assessable.
We hereby consent to filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ARMSTRONG TEASDALE LLP
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