EXHIBIT 5 [KUMMER KAEMPFER BONNER & RENSHAW LETTERHEAD] February 15, 2002 Securities and Exchange Commission 450 Fifth Street N.W. Washington, D.C. 20549 RE: U.S. PHYSICAL THERAPY, INC. NONSTATUTORY STOCK OPTION AGREEMENT DATED FEBRUARY 17, 2000...U S Physical Therapy Inc /Nv • February 15th, 2002 • Services-health services
As special counsel to U.S. Physical Therapy, Inc., a Nevada corporation (the "Company"), we are rendering this opinion in connection with its registration statement on Form S-8 (the "Registration Statement") relating to the registration of 30,000 shares (the "Shares") of the Company's common stock, $0.01 par value per share, and the proposed sale thereof. The Shares are to be issued and sold in connection with the Company's Nonstatutory Stock Option Agreement dated February 17, 2000. This opinion letter is being furnished at the Company's request in order to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. Section 229.601(b)(5), in connection with the Registration Statement.
