EXHIBIT 5
LAW OFFICES
RICHARD P. GREENE, P.A.
INTERNATIONAL BUILDING
2455 EAST SUNRISE BOULEVARD
SUITE 905
FORT LAUDERDALE, FLORIDA 33304
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TELEPHONE: (954) 562-6616
FAX: (954) 561-0997
November 16, 2000
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Oak Tree Medical Systems, Inc.
Gentlemen:
This opinion is given in connection with the registration with the
Securities and Exchange Commission of an aggregate of 1,844,600 shares of Common
Stock granted by Oak Tree Medical Systems, Inc. (the "Company"). The Shares are
being registered pursuant to a requirement of Section 5 of the Securities Act of
1933, as amended (the "Act") pursuant to a Registration Statement filed with the
Washington, D.C. Office of the United States Securities and Exchange Commission
(the "Registration Statement").
We have acted as counsel to the Company only in connection with the
preparation of the Form S-8 Registration Statement pursuant to which the Shares
were registered, in so acting, have examined the originals and copies of
corporate instruments, certificates and other documents of the Company and
interviewed representatives of the Company to the extent we deemed it necessary,
in order to form the basis for the opinion hereinafter set forth.
In such examination we have assumed the genuineness of all signatures and
authenticity of all documents submitted to me as certified or photostatic
copies. As to all questions of fact material to this opinion which have not been
independently established, we have relied upon statements or certificates of
officers or representatives of the Company.
The 1,844,600 shares of Common Stock are being registered and distributed
pursuant to the Company's Registration Statement. The shares of Common Stock are
now authorized but unissued.
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U.S. Securities and Exchange Commission
Page Two
Based upon the foregoing, we are of the opinion that:
1. The Shares of the Company registered with the Securities and Exchange
Commission, having been issued and sold pursuant to the Registration Statement,
are fully paid and non-assessable and there will be no personal liability to the
owners thereof.
This law firm hereby consents to the use of this opinion in connection with
the Company's Registration Statement and the inclusion of this opinion as an
Exhibit thereto.
Very truly yours,
RICHARD P. GREENE, P.A.
/s/ Richard P. Greene
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Richard P. Greene
For the Firm
