EXHIBIT 5

                         OPINION OF COUNSEL RE: LEGALITY

                                                              February 6, 2004

Fonar Corporation
110 Marcus Drive
Melville, NY  11747

Dear Sirs:

     I refer to the Registration  Statement on Form S-8 to which this opinion is
an Exhibit (the "Registration  Statement"),  being filed by Fonar Corporation, a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission under the Securities Act of 1933, as amended,  relating to: 2,000,000
shares  of the  Company's  Common  Stock  which may be  issued  pursuant  to the
Company's 2004 Stock Bonus Plan ("Bonus Common Stock").

     As counsel for the Company, I have examined the originals or photostatic or
certified  copies of such records,  certificates and instruments of the Company,
certificates  of officers of the Company and of public  officials and such other
instruments  and  documents  as I have deemed  relevant  and  necessary  for the
purposes of rendering the opinions set forth below. In such examination,  I have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted  to me as  originals,  the  conformity  to original  documents  of all
documents   submitted  to  me  as  certified  or  photostatic   copies  and  the
authenticity  of the  originals  of  such  copies  and  the  correctness  of all
statements of fact contained therein.

     Based upon the foregoing, I am of the opinion that:

     The  Bonus  Common  Stock has been duly and  validly  authorized,  and when
issued in accordance  with the terms of the Company's  2004 Stock Bonus Plan and
any applicable bonus stock awards made thereunder will be legally issued,  fully
paid and nonassessable.

     I consent to the filing of this  opinion as an exhibit to the  Registration
Statement and to the reference to me in Item 5 of the Registration Statement.

                                                     Very truly yours,

                                                     /s/ Henry T. Meyer
                                                     Henry T. Meyer, Esq.
                                                     General Counsel