EXHIBIT NO. 5

                       OPINION OF COUNSEL RE LEGALITY


                                       July 11, 1997

Fonar Corporation
110 Marcus Drive
Melville, NY  11747

Dear Sirs:

         I refer to the Registration Statement on Form S-3 to which this 
opinion is an Exhibit 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 4,909,767 Warrants 
(the "Warrants") and 4,909,767 shares of Common Stock underlying the 
Warrants (the "Common Stock") to be issued pursuant to the terms of a 
Stipulation of Settlement (the "Settlement") in the case of Rubenstein v. 
Damadian et al. and Fonar in the Court of Chancery of Delaware (New Castle 
County).

         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 Warrants and 
the Common Stock have been duly and validly authorized and when issued and 
delivered in accordance with the terms of the Settlement and Warrants will 
be legally issued, fully paid and non-assessable.

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