Exhibit 5

                   [HELLER, HOROWITZ & FEIT, P.C., LETTERHEAD]

Trimedyne, Inc.                                            September 18, 2000
2801 Barranca Road
Irvine, CA  92619

Gentlemen:

         As counsel for your  Company,  we have  examined  your  certificate  of
incorporation,   by-laws,  and  such  other  corporate  records,  documents  and
proceedings  and such questions of laws we have deemed  relevant for the purpose
of this opinion.

         We have also, as such counsel, examined the Registration Statement (the
"Registration Statement") of your Company on Form S-2, covering the registration
under the Securities Act of 1933, as amended,  of up to 600,000 Shares of Common
Stock, $0.01 par value, of the Company ("Common Stock").

         Our review has also  included the exhibits and form of  prospectus  for
the issuance of such securities (the  "Prospectus")  filed with the Registration
Statement.

         On the basis of such examination, we are of the opinion that:

1.            The Company is a corporation  duly authorized and validly existing
              and in good standing  under the laws of the State of Nevada,  with
              corporate  power to  conduct  its  business  as  described  in the
              Registration Statement.

2.            The Company has an authorized  capitalization  of 30,000,000
              shares of Common Stock and 1,000,000  shares of Preferred Stock.

3.            The Common Stock has been duly and validly  authorized  and,  upon
              the  issuance  thereof,  will be duly and validly  issued as fully
              paid and non-assessable shares of Common Stock.

         We hereby consent to the use of our name in the Registration  Statement
and  Prospectus  and we also consent to the filing of this opinion as an exhibit
thereto.


                                                  Very truly yours,

                                                  /s/

                                                  HELLER, HOROWITZ & FEIT, P.C.