EXHIBIT 5



                                 APRIL 9, 2002



LifePoint, Inc.

1205 S. DuPont Street
Ontario, CA 91716

Dear Sirs and Madams:


     We refer to the First Amendment to the Registration Statement on Form S-3,
File No. 333-74172 (the "Registration Statement"), to be filed by LifePoint,
Inc. (the "Company") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to an aggregate of 11,060,418 shares of the
Company's Common Stock, $.001 par value (the "Common Stock"), to be offered by
the holders thereof named in the table under the caption "Selling Stockholders"
in the Prospectus constituting Part I of the Registration Statement (the
"Prospectus"). Of such shares, (a) an aggregate of 303,513 shares have been
issued to the purchasers of the Company's Series C Convertible Preferred Stock,
$.001 par value (the "Series C Preferred Stock"), as of September 30, 2001,
December 31, 2001 and March 31, 2002 upon the redemption of Premium with respect
to their shares and (b) an aggregate of 12,186 shares were issued to certain of
the holders of the Series C Preferred Stock as compensation to them for the
delay in closing with them, or an aggregate of 315,699 shares of the Common
Stock. Additionally, the Registration Statement includes (1) an aggregate of
4,597,002 shares (the "Shares") of the Common Stock which will be offered by the
holders thereof upon the conversion of 393,916 shares of the Series C Preferred
Stock, which shares of the Series C Preferred Stock were purchased by the
holders thereof in the Company's private placement closed in June and September,
2001 (the "Offering") pursuant to Regulation D under the Securities Act; (2) an
aggregate of 5,072,129 shares (the "Underlying Shares") of the Common Stock will
be offered by the holders thereof when and if such holders exercise (a) Common
Stock purchase warrants expiring June 19, 2006 (the "Investor Warrants") to
purchase an aggregate of 4,597,002 shares of the Common Stock which were granted
to them as part of units in the Offering; (b) Common Stock purchase warrants
expiring June 19 and September 27, 2006 (the "Placement Agent Warrants") to
purchase an aggregate of 444,792 shares of the Common Stock issued to the holder
as compensation for its services as placement agent for the Offering; and (c)
Common Stock purchase warrants expiring June 19 and September 27, 2006 (the
"Finder's Warrants") to purchase an aggregate of 30,335 shares of the Common
Stock issued to the holders as compensation for their services or their
transferors as finders with respect to the Offering; and (3) 1,075,588 shares of
the Common Stock which is the Company's current estimate as to the shares
issuable upon the redemption of the Premium with respect to the shares of the
Series C Preferred Stock during the period between June 30, 2002 and June 30,
2004.



     We have examined the Restated Certificate of Incorporation of the Company,
as amended by the Certificate of Designation filed with the Secretary of State
of the State of Delaware on June 20, 2001, its By-Laws, its minutes and other
corporate proceedings and corporate records relating to the authorization and,
where applicable, the issuance of the Shares, the Investor Warrants, the
Placement Agent's Warrants, the Finders Warrants, the Underlying Shares and the
shares issued or to be issued upon redemption of Premium or to be issued as
additional compensation to certain Selling Stockholders and have reviewed the
Registration Statement in the form intended to be filed. In our opinion, we have
made


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such an investigation and examination as we have deemed necessary for the
purposes of expressing an informed opinion on the matters hereafter discussed.

     Based upon such examination and review, it is our opinion that:

          1. The Company is duly organized and validly under the laws of the
     State of Delaware; and


          2. The 315,699 shares issued upon redemption of Premium or as
     additional compensation are validly issued, fully paid and non-assessable.



          3. The Shares will be, upon the conversion of the shares of the Series
     C Preferred Stock, and the Underlying Shares will be, when issued in
     accordance with the respective terms of the Investor Warrants, the
     Placement Agent Warrants or the Finders Warrant, validly issued, fully paid
     and non-assessable. In addition, the shares of the Common Stock to be
     issued in redemption of Premium, when issued, will be validly issued, fully
     paid and non-assessable.


     In addition, we hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the caption
"Interests of Named Experts and Counsel" included in the Prospectus.

                                              Very truly yours,

                                                 /s/ WACHTEL & MASYR, LLP

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