Exhibit 5
---------------------------- XXXXXXXX XXXXXXX LLP ----------------------------
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
THE CHRYSLER BUILDING
000 XXXXXXXXX XXXXXX
XXX XXXX, XXX XXXX 00000
xxx.xxxxxxxxxxxxxxx.xxx
TELEPHONE: 000-000-0000
FACSIMILE: 000-000-0000
May 19, 2006
Ophthalmic Imaging Systems
000 Xxxxxxx Xxx, Xxxxx X
Xxxxxxxxxx, XX 00000
Re: Ophthalmic Imaging Systems
Dear Sir or Madam:
We have acted as counsel to Ophthalmic Imaging Systems, a California
corporation (the "Company"), in connection with a Registration Statement on Form
S-8 (the "Registration Statement") being filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), covering
(i) an aggregate of 750,000 shares of the Company's common stock, no par value
(the "Common Stock"), issuable upon the exercise of options which have been, or
may from time to time be, granted by the Company to employees (including
officers and directors who are employees) of the Company, consultants and
advisors to and non-employee directors of the Company under the Company's 2003
Stock Option Plan (the "2003 Plan") and (ii) an aggregate of 750,000 shares of
the Common Stock issuable upon the exercise of options which have been, or may
from time to time be, granted by the Company to employees (including officers
and directors who are employees) of the Company, consultants and advisors to and
non-employee directors of the Company under the Company's 2005 Stock Option Plan
(the "2005 Plan", and together with the 2003 Plan, the "Plans"), and such
additional indeterminate number of shares of Common Stock as may be issued under
the anti-dilution provisions of the Plans.
In rendering the opinions expressed below, we have examined the
Articles of Incorporation of the Company, the Amended and Restated By-laws of
the Company, the Plans and minutes of the corporate proceedings of the Company
relating to the Plans. In addition, we have examined and relied upon such other
matters of law, certificates and examinations of public officials as we have
deemed relevant to the rendering of this opinion. We have not examined each
option contract in respect of options granted under the Plans. We have, however,
examined the form of option contract which the Company has advised us is the
form of option contract used by it under the Plans. We have also been informed
by the Company that each option contract between the Company and option holders
under the Plans is substantially in the form of the option contract we have
examined. In all of our examinations, we have assumed the accuracy of all
information furnished to us and the genuineness of all documents and the
conformity to originals of all documents submitted to us as certified,
conformed, facsimile or photostatic copies thereof, as well as the genuineness
of all signatures on all such documents.
Our opinion is limited to the date hereof and we do not in any event
undertake to advise you of any facts or circumstances occurring or coming to our
attention subsequent to the date hereof.
Based upon and subject to the foregoing, we are of the opinion that the
shares of the Company's Common Stock to be issued pursuant to the exercise of
options granted or to be granted under the Plans will be, when issued pursuant
to the provisions of the Plans and the applicable option contract, legally
issued, fully paid and non-assessable.
We hereby consent to the filing of a copy of this opinion as an exhibit
to the Company's Registration Statement with respect to the Plans. In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and regulations
of the Securities and Exchange Commission promulgated thereunder or Item 509 of
Regulation S-K promulgated under the Act.
Very truly yours,
/s/ Xxxxxxxx Xxxxxxx LLP
XXXXXXXX XXXXXXX LLP
