Exhibit 5

                            Thelen Reid & Priest LLP
                               40 West 57th Street
                            New York, New York 10019


                                                       New York, New York
                                                       February 25, 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) 5,059,851 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) 3,409,110 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.

     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