REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NY 10019-4097
TELEPHONE 212-603-2000
FAX 212-603-2001
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(212) 603-6780
New York, New York
January 6, 1997
American Electromedics Corp.
13 Columbia Drive, Suite 18
Amherst, NH 03031
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to American Electromedics
Corp., a Delaware corporation (the "Registrant"), in connection
with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"), with respect to the
registration under the Securities Act of 1933, as amended (the
"Act"), of 300,000 shares (the "Shares") of the Registrant's
Common Stock, $.10 par value (the "Common Stock"), issuable upon
the exercise of options (the "Options") granted or to be granted
under the Registrant's 1996 Stock Option Plan (the "Plan").
For purposes of this opinion we have examined the
Registration Statement, the Certificate of Incorporation, as
amended, the By-Laws of the Registrant, the Plan and such
documents, records, agreements, proceedings and legal matters as
we have deemed necessary to examine. With respect to any
documents or other corporate records which we have examined, we
have assumed the genuineness of all signatures on, and the
authenticity of, all documents submitted to us as originals, and
the conformity to the original documents submitted to us as
certified or photostatic copies.
Based upon the foregoing and subject to that:
1. The Registrant is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.
2. The Shares included in the Registration Statement
to be issued upon the exercise of the Options will be duly
authorized and validly issued, and fully paid and non-assessable
when the Options shall have been properly exercised and the
exercise price shall have been paid for the Shares in accordance
with the terms of the Plan.
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 filing of this opinion with
the Commission as Exhibit 5 to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are
in the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ Reid & Priest LLP
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Reid & Priest LLP