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November 2, 2000
The Med-Design Corporation
2810 Bunsen Avenue
Ventura, CA 93003
Re: Issuance of Additional Shares Pursuant to
Registration Statement On Form S-8
Ladies and Gentlemen:
We have acted as outside counsel to The Med-Design Corporation, a Delaware
Corporation, (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8
(the "Registration Statement") relating to the registration by the Company of an
additional 182,000 shares (the "Shares") of the Company's Common Stock, $.01 par
value per share, to be granted under certain Warrants (the "Warrants") issued
pursuant to Employment Agreements between the Company and employees Lawrence D.
Ellis and Michael W. Simpson (the "Agreements").
In so acting, we have examined originals and/or copies (certified or
otherwise identified to our satisfaction) of (a) the Agreements, (b) the
Warrants (c) the Amended and Restated Bylaws of the Company, and (d) such other
documents, records, and instruments of the Company as are necessary or
appropriate in our judgment for the purposes of this opinion.
Based on the foregoing we are of the following opinion:
1. The Shares, when issued in accordance with the terms of the Agreements
and its subsidiary documents, will be duly authorized, validly issued,
fully paid and non-assessable.
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The Med-Design Corporation
S-8 Opinion
November 2, 2000
Page Two
We are expressing the opinion above as members of the Bar of the
Commonwealth of Pennsylvania and express no opinion as to any law other than the
General Corporation Law of the State of Delaware.
We consent to the use of this opinion as an Exhibit to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
Robert M. Berger
RMB/jcr
