Exhibits 5 and 23.1
Charles F. Hertlein, Jr.
(513) 977-8315
December 22, 2000
MedPlus, Inc.
8805 Governor's Hill Drive
Cincinnati, Ohio 45249
Ladies and Gentlemen:
This opinion is rendered for use in connection
with the Registration Statement on Form S-2, prescribed
pursuant to the Securities Act of 1933, to be filed by
MedPlus, Inc. (the "Company") with the Securities
and Exchange Commission on or about December 22, 2000,
under which 3,350,000 shares of the Company's Common
Stock, without par value ("Common Stock") are to be registered.
We hereby consent to the filing of this opinion as
Exhibits 5 and 23.1 to the Registration Statement and
to the reference to our name in the Registration Statement.
As counsel to the Company, we have examined and
are familiar with originals or copies, certified or
otherwise identified to our satisfaction, of such
statutes, documents, corporate records, certificates of
public officials, and other instruments as we have
deemed necessary for the purpose of this opinion,
including the Company's Amended Articles of
Incorporation and Code of Regulations and the record of
proceedings of the shareholders and directors of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company has been duly incorporated and
is validly existing and in good standing as a
corporation under the laws of the State of Ohio.
2. When the Registration Statement shall have
been declared effective by order of the Securities and
Exchange Commission, and such 3,350,000 shares of Company
Common Stock have been purchased and paid for as contemplated
in the Registration Statement, such shares will be legally and
validly issued and outstanding, fully-paid and nonassessable.
Very truly yours,
DINSMORE & SHOHL LLP
/s/ Charles F. Hertlein, Jr.
Charles F. Hertlein, Jr.
