EXHIBIT 5


                                             New York, New York
                                             January 27, 2000



Equidyne Corporation
238 Littleton Road
Westford, Massachusetts 01886

Gentlemen:

     We have acted as counsel to Equidyne Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of an
Amendment No. 1 to a Registration Statement on Form SB-2 (the "Registration
Statement") relating to the registration of (A) 4,202,919 shares of the
Company's Common Stock, $.10 par value per share (the "Common Stock"), which
have been issued in various private placements (the "Private Placements"),
(B) 845,000 shares of Common Stock issuable upon exercise of presently
exercisable warrants (the "Warrants").
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     This  opinion is being  rendered in  connection  with the filing by the
Company of an Amendment  No. 1 to the  Registration
Statement.

     For purposes of this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the
Registration Statement, including the amendments thereto; (ii) the
Certificate of Incorporation and By-Laws of the Company, as in effect on the
date hereof; (iii) the warrant agreements relating to the Warrants; (iv)
agreements and documents relating to the Private Placements; (v) the resolutions
adopted by the Board of Directors of the Company relating to each of the
foregoing and (vi) such other documents, certificates or other records as we
have deemed necessary or appropriate.

     Based upon the foregoing, and subject to the qualifications hereinafter
expressed, we are of the opinion that:

    (1)      The Company is a corporation  duly  organized,  validly  existing
             and in good  standing  under the laws of the State of Delaware.

    (2)      The shares of Common Stock included in the Registration Statement
             which are presently issued and outstanding were duly authorized,
             validly issued, and are fully paid and non-assessable.

    (3)      The shares of Common Stock included in the Registration Statement
             to be issued upon the exercise of the Warrants will be
             duly authorized and validly issued, and fully paid and
             non-assessable when the Warrants are duly exercised and
             the exercise price is paid for the shares of Common Stock
             underlying such warrants in accordance with the terms
             of the respective warrant agreements.

         We are members of the Bar of the State of New York and do not hold
    ourselves out as experts concerning, or qualified to render opinions with
    respect to, any laws other than the laws of the State of New York, the
    federal laws of the United States and the General Corporation Law of the
    State of Delaware.

         We hereby consent to the reference to this firm under the caption
    "Legal Matters" in the Prospectus included in the Registration Statement and
    to the filing of this opinion with the Securities and Exchange Commission as
    Exhibit 5 to the Registration Statement.

                                         Very truly yours,

                                         /s/Thelen Reid & Priest LLP

                                         THELEN REID & PRIEST LLP