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EXHIBIT 5
[MERGE TECHNOLOGIES INCORPORATED LETTERHEAD]
July 5, 2000
Merge Technologies Incorporated
1126 South 70th Street
Milwaukee, Wisconsin 43214
Re: MERGE TECHNOLOGIES INCORPORATED
2000 EMPLOYEE STOCK PURCHASE PLAN
Ladies and Gentlemen:
We have acted as special counsel to you ("Merge"), in connection with
the filing by Merge of its registration statement on Form S-8 (the "Registration
Statement") on or about the date of this letter with the Securities and Exchange
Commission pursuant to the provisions of the Securities Act of 1933, as amended
(the "Act"), covering the proposed registration of up to 750,000 shares of
common stock of Merge, $0.01 par value per share (the "Shares") related to
Merge's 2000 Employee Stock Purchase Plan (the "Plan"). We have reviewed the
corporate proceedings of Merge (the "Corporate Proceedings") taken and to be
taken to authorize the issuance of the Shares by Merge.
As special counsel to Merge, we are familiar with its Restated Articles
of Incorporation, and its Amended and Restated By-laws, and other documents,
records and certificates of Merge that we consider necessary for the purposes of
this opinion. Based upon the foregoing, we are of the opinion that:
1. Merge is a corporation validly existing under the laws of the State
of Wisconsin and has the authority to carry on its present business and is duly
qualified to own its properties and conduct its business in those states where
such authorization is presently required, except where the failure to so qualify
does not have a material adverse effect on the Company; and
2. Upon completion of the Corporate Proceedings, the Shares, when
executed by the proper officers of Merge and upon receipt of consideration
therefor in accordance with the Corporate Proceedings, will be validly issued,
fully paid and non-assessable, except as provided in Wis. Stat. Section
180.0622(2)(b) and judicial interpretations thereof.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Opinions" in the Registration Statement and related prospectus.
Very truly yours,
Michael Best & Friedrich LLP
/s/ Michael J. McDonagh
Michael J. McDonagh
