REID & PRIEST LLP
40 West 57th Street
New York, NY 10019-4097
Telephone 212 603-2000
Fax 212 603-2001
(212) 603-6791
New York, New York
December 17, 1997
International Murex Technologies Corporation
2255 B. Queen Street, East, Suite 828
Toronto, Ontario, Canada M4E1G3
Re: Registration Statement on Form S-8
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Gentlemen:
We have acted as counsel to International Murex
Technologies Corporation, a British Columbia, Canada 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") in accordance with General Instruction E of Form S-
8, with respect to the registration under the Securities Act of
1933, as amended (the "Act"), of an additional 500,000 shares
(the "Shares") of the Registrant's Common Stock, no par value,
underlying the Registrant's Amended and Restated Employee Stock
Purchase Plan (the "Plan").
For purposes of this opinion, we have examined the
Registration Statement, the Certificate of Incorporation, as
amended, and the By-Laws of the Registrant 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 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
Province of British Columbia, Canada.
2. The Shares included in the Registration Statement,
when issued and delivered in accordance with the Plan and when
the consideration shall have been paid for the Shares in
accordance with the terms of the Plan, will be duly authorized
and validly issued, and fully paid and non-assessable.
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 and the Federal laws of the United States.
In connection with opinions expressed herein we have relied as to
matters of law of the Province of British Columbia, Canada upon
the opinion letter of DuMoulin Black. A copy of such opinion
letter is attached hereto and our opinion is subject to the
qualifications and limitations set forth in such opinion, which
limitations and qualifications are incorporated by reference
herein by reference.
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
[Letterhead of DuMoulin Black]
File No. 602-1-3
December 19, 1997
Reid & Priest LLP
40 West 57th Street
New York, New York
10019
Re: International Murex Technologies Corporation
Registration Statement on Form S-8
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Gentlemen:
We have been requested by International Murex Technologies
Corporation, a British Columbia, Canada corporation
(the "Registrant"), to furnish our legal opinion to you 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") in
accordance with General Instruction E of Form S-8, with respect
to the registration under the Securities Act of 1933, as amended
(the "Act"), of an additional 500,000 shares (the "Shares") of
the Registrant's Common Stock, no par value, underlying the
Registrant's Amended and Restated Employee Stock Purchase Plan
(the "Plan").
For purposes of this opinion, we have examined the Registration
Statement, the Certificate of Incorporation, as amended, and
the Articles of the Registrant, 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 originals of all documents submitted to us as certified or
photostatic copies.
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 in respect to the filing of
Annual Reports under the laws of the Province of British
Columbia, Canada.
2. The Shares included in the Registration Statement, when
issued and delivered in accordance with the Plan and when
consideration shall have been paid for the Shares in
accordance with the terms of the Plan, will be duly
authorized and validly issued, and fully paid and non-
assessable.
We understand that you will be relying upon this opinion to
enable you to opine as to the validity of the Shares to be
registered, and that your opinion will be included as an exhibit
to the Registration Statement. We hereby consent to such
reliance.
Very truly yours,
/s/DuMoulin Black