REID & PRIEST LLP
40 WEST 57TH STREET
NEW YORK, NEW YORK 10019-4097
TELEPHONE 212 603-2000
FAX 212 603-2001
(212) 603-6780
New York, New York
March 17, 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 396,400 shares (the "Shares") of the
Registrant's Common Stock, $.10 par value (the "Common
Stock"), issuable upon the exercise of options (the
"Options") granted under the Registrant's 1987 Non-
Qualified Stock Option Plan (the "Plan") and certain Stock
Option Agreements (the "Agreements").
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, the
Agreements 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.
American Electromedics -2- March 17, 1997
Corp.
Based upon the foregoing and subject to the
qualifications stated herein we are of the opinion 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, validly issued, 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 or the
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 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
REID & PRIEST LLP