Exhibit 5
Opinion
Leonard E. Neilson
Attorney at Law
8160 South Highland Drive
Suite 209
Sandy, Utah 84093
Phone: (801) 733-0800 Fax: (801) 733-0808
June 8, 2000
Medisys Technologies, Inc.
144 Napoleon Street
Baton Rouge, Louisiana, 70802
Re: Form SB-2 Registration Statement of Medisys
Technologies, Inc.
To the Board of Directors:
I have acted as counsel to Medisys Technologies, Inc., a Utah
corporation (the "Company"), in connection with its registration statement on
Form SB-2 related to the offer by certain selling shareholders of 20,875,000 of
the Company's common stock, par value $.0005 per share. Of the subject shares
being offered, 7,000,000 shares are presently issued and outstanding and the
balance are issuable as follows: (i) 5,000,000 shares pursuant to the conversion
of certain 6% Convertible Debentures, due August 31, 2001; (ii) 7,125,000 shares
under that certain Private Equity Line of Credit Agreement; and (iii) 1,750,000
upon the exercise of certain common stock warrants. These amounts include shares
possibly issued due to rounding-up of fractional shares, interest and penalty,
and for fluctuations in per share market price of the Company's shares. The
shares are being offered pursuant to fulfillment of the terms and conditions set
forth in the Registration Statement filed on Form SB-2 in accordance with the
registration provisions of the Securities Act of 1933, as amended.
I have examined the Articles of Incorporation and all amendments
thereto, By-Laws, minutes of corporate proceedings and other corporate documents
with respect to the issuance of the shares by the Company and the offering of
shares by the selling shareholders. I have been furnished with originals, or
<PAGE>
Medisys Technologies, Inc.
June 8, 2000
Page 2
copies certified to my satisfaction, of all such corporate or other records of
the Company and I have made such other legal and factual examinations and
inquiries as I have considered necessary as a basis for the opinions expressed
herein. In the examination of the Company's corporate records, I have presumed
the authenticity of all signatures which existed on the records and have
presumed the veracity and regularity of all corporate records.
As to the question of fact material to this opinion letter, I have
relied upon the representations and warranties, certificates of and
conversations and correspondences with, officers and representatives of the
Company. Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Utah.
2. The shares subject to the registration statement will be
legally and validly authorized under the Articles of
Incorporation and Board of Directors of the Company and, when
distributed and paid for in accordance with the terms set
forth in the registration statement, the shares will be duly
and validly issued and outstanding, fully paid and
nonassessable.
I hereby consent to the reference to myself in the registration
statement covering the offering of the shares, the use of my name beneath the
caption "Legal Matters" in the prospectus forming a part thereof, and to the
filing of a copy of this opinion as Exhibit 5 thereof.
Yours truly,
/S/Leonard E. Neilson
---------------------
Leonard E. Neilson
:ae
