Exhibit 5
Thelen Reid & Priest LLP
40 West 57th Street
New York, New York 10019
New York, New York
February 5, 1999
American Electromedics Corp.
13 Columbia Drive, Suite 5
Amherst, New Hampshire 03031
Gentlemen:
We have acted as counsel to American Electromedics
Corp., a Delaware corporation (the "Company"), in connection
with the preparation of a Registration Statement on Form SB-2
(the "Registration Statement") relating to the registration
of (A) 5,040,626 shares of the Company's Common Stock, $.10
par value per share (the "Common Stock"), which have been
issued in various private placements since October 1996 (the
"Private Placements"), (B) 443,333 shares of Common Stock
issuable upon exercise of presently exercisable warrants and
options (the "Options and Warrants") including those issuable
under the West End Warrants (as defined below), (C) 1,085,003
shares of Common Stock issuable upon conversion of the
Company's Convertible Preferred Stock, Series A, par value
$.01 per share (the "Series A Preferred Stock"), and (D)
50,000 Common Stock Purchase Warrants issued to West End
Capital LLC in connection with the issuance of the Series A
Preferred Stock (the "West End Warrants").
This opinion is being rendered in connection with
the filing by the Company of 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 Certificate of Designation of the Series A
Preferred Stock; (iv) agreements and documents relating to
the placement of the Series A Preferred Stock; (v) the option
and warrant agreements relating to the Options and Warrants;
(vi) agreements and documents relating to the Private
Placements; (vii) the resolutions adopted by the Board of
Directors of the Company relating to each of the foregoing
and (viii) 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
conversion of the Series A Preferred Stock
will be duly authorized and validly issued,
and fully paid and non-assessable when the
Series A Preferred Stock is duly converted in
accordance with the Certificate of Designation
of the Series A Preferred Stock.
(4) The shares of Common Stock included in the
Registration Statement to be issued upon the
exercise of the Options and Warrants will be
duly authorized and validly issued, and fully
paid and non-assessable when the Options and
Warrants are duly exercised and the exercise
price is paid for the shares of Common Stock
underlying such options and warrants in
accordance with the terms of the respective
option and warrant agreements.
(5) The West End Warrants were duly authorized and
validly issued, and are 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, 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