LifePoint, Inc.


May 14, 2002


Page 2


                                                                       EXHIBIT 5


                                  MAY 14, 2002


LifePoint, Inc.
1205 S. DuPont Street
Ontario, CA 91716

Dear Sirs and Madams:

     We refer to the Third 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 11,060,419 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 which are outstanding. 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 which 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 sold to them as part of units in the Offering; (b)
Common Stock purchase warrants expiring June 19 or 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
or 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) 1,075,589 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,
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 issued as additional compensation to certain Selling Stockholders
Shares and have reviewed the Registration Statement in

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LifePoint, Inc.


May 14, 2002


Page 2


the form intended to be filed. In our opinion, we have made 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.

          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 Warrants, 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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