1

                                                                       EXHIBIT 5

                                Haythe & Curley
                                237 Park Avenue
                            New York, New York 10017



                                October 18, 1995




Novametrix Medical Systems Inc.
One Barnes Industrial Park Road
Wallingford, Connecticut  06492

Dear Sir or Madam:

                    We have acted as counsel for Novametrix Medical Systems
Inc., a Delaware corporation (the "Company"), in connection with Post-Effective
Amendment No. 1 to its Registration Statement on Form SB-2, as amended (No.
33-77872) (collectively, the "Registration Statement"), filed by the Company
under the Securities Act of 1933, as amended, with respect to (1) 1,209,940
shares of common stock, $.01 par value, of the Company (the "Common Stock")
issuable upon exercise of (i) 604,940 redeemable Class A Warrants of the
Company (the "Class A Warrants") and (ii) 605,000 redeemable Class B Warrants
of the Company (the "Class B Warrants;" and together with the Class A Warrants,
the "Warrants") and (2) 110,000 shares of Common Stock of the Company issuable
upon exercise of the warrants issued and sold by the Company to Keane
Securities Co., Inc. (the "Representative's Warrants").

                    In connection with the Registration Statement, we have
examined such records and documents and such questions of law as we have deemed
necessary or appropriate for purposes of this opinion.  On the basis of such
examination, we advise you that in our opinion:

                    (1)   The Company has been duly incorporated and is validly
            existing as a corporation in good standing under the laws of the
            State of Delaware; and

                    (2)   The Common Stock issuable upon the exercise of the
            Warrants and the Representative's Warrants has been duly and
            validly authorized and, when issued in accordance with resolutions
            heretofore adopted by the board of directors of the Company, will
            be duly and validly issued, fully paid and nonassessable.
   2
Novametrix Medical Systems Inc.       -2-                     October 18, 1995


                    To the extent that matters of fact are involved in the
conclusions expressed in the foregoing opinion, such opinion is based upon
certificates of executive officers of the Company and upon certificates of
public officials.  All of the foregoing certificates are, to the extent that we
have relied upon them as aforesaid, in form and substance satisfactory to us.

                    We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us under the
caption "Legal Matters" in the prospectus constituting a part of the
Registration Statements.


                                                   Very truly yours,



                                                   HAYTHE & CURLEY