Exhibit 5
KRAGE & JANVEY, L.L.P.
ATTORNEYS AND COUNSELORS AT LAW
2100 ROSS AVENUE
SUITE 2600
DALLAS, TEXAS 75201
TELEPHONE 214-969-7500
FACSIMILE 214-220-0230
December 1, 2005
VIA FEDERAL EXPRESS
AND FAX TO 972-292-1630
Mr. Thomas J. Shaw
President and Chief Executive Officer
Retractable Technologies, Inc.
511 Lobo Lane
Little Elm, Texas 75068-0009
| Re: | Form S-8 Registration Statement Filed on December 1, 2005 |
Dear Mr. Shaw:
We have examined a copy of the Registration Statement on Form S-8 (the “Registration Statement”) filed by Retractable Technologies, Inc. (the “Company” or “RTI”) with the United States Securities and Exchange Commission (the “Commission”) relating to the registration, pursuant to the Securities Act of 1933 (the “Act”), of up to 5,025,000 shares of Common Stock, no par value (the “Common Stock”), of the Company which are issuable pursuant to the exercise of options granted or to be granted under Retractable Technologies, Inc. 1999 Stock Option Plan; the 1996 Incentive Stock Option Plan of Retractable Technologies, Inc.; Retractable Technologies, Inc.’s 1996 Stock Option Plan for Directors and Other Individuals; and the RTI NonQualified Stock Option Agreement Between RTI and Mr. Harry Watson (collectively, the “Plans”).
We advise you that, in our opinion, upon issuance of Common Stock in compliance with the terms of the various Plans and the payment by the various option holders of the option exercise prices and applicable taxes in accordance therewith, the Common Stock so issued will be legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Our consent to such reference does not constitute a consent under Section 7 of the Act, as in consenting to such reference we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under said Section 7 or under the rules and regulations of the Commission thereunder.
Very truly yours, |
| /S/ RALPH S. JANVEY |
| Ralph S. Janvey |
