Exhibit 5


                                 March 30, 2001

The Board of Directors of Merit Medical Systems, Inc.
1600 West Merit Parkway
South Jordan, Utah 84095

Re:      Registration Statement on Form S-8 filed by Merit Medical Systems, Inc.
         with respect to the Merit  Medical  Systems,  Inc.  Highly  Compensated
         Deferred  Compensation  Plan and Merit  Medical  Systems,  Inc.  Select
         Highly Compensated Deferred Compensation Plan.

Gentlemen:

         We have  acted  as  counsel  to Merit  Medical  Systems,  Inc.,  a Utah
corporation (the "Company"),  in connection with the preparation and filing with
the Securities and Exchange Commission of the Company's  Registration  Statement
on Form S-8 (the "Registration  Statement") under the Securities Act of 1933, as
amended, relating to up to the Company's obligations (the "Deferred Compensation
Obligations") under the Merit Medical Systems,  Inc. Highly Compensated Deferred
Compensation  Plan and Merit Medical  Systems,  Inc.  Select Highly  Compensated
Deferred Compensation Plan (the "Plans").

         In that capacity,  we have examined the originals or copies,  certified
or otherwise  identified to our  satisfaction,  of the articles of incorporation
and the by-laws of the Company, as amended through the date hereof,  resolutions
of the Company's  Board of Directors and its  Compensation  Committee,  and such
other documents and corporate  records  relating to the Company and the Deferred
Compensation  Obligations as we have deemed  appropriate.  In all cases, we have
assumed the legal  capacity of each natural  person signing any of the documents
and  corporate  records  examined  by us, the  genuineness  of  signatures,  the
authenticity  of  documents  submitted to us as  originals,  the  conformity  to
authentic  original  documents  of  documents  submitted to us as copies and the
accuracy and  completeness of all corporate  records and other  information made
available to us by the Company.

         Based upon the foregoing and  consideration of such questions of law as
we have deemed  relevant,  we are of the opinion that the Deferred  Compensation
Obligations  will be, when  created in  accordance  with the terms of the Plans,
valid and binding obligations of the Company, enforceable in accordance with the
terms of the Plans, subject to applicable  bankruptcy,  moratorium,  insolvency,
fraudulent  transfer,  reorganization  and other laws of  general  applicability
relating to or affecting creditors' rights and to general equitable principles.

         We hereby  consent  to the  filing of the  opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,

                                       /s/ PARR WADDOUPS BROWN GEE & LOVELESS
                                       --------------------------------------
                                           PARR WADDOUPS BROWN GEE & LOVELESS


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