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EXHIBIT 5
December 20, 1994
IMRS Inc.
777 Long Ridge Road
Stamford, CT 06902
Re: S-3 Registration Statement
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Ladies and Gentlemen:
We are special counsel to IMRS Inc., a Delaware corporation (the
"Company"), and have represented the Company in connection with the preparation
and filing of the Company's Form S-3 Registration Statement (the "Registration
Statement"), covering the sale to the public of up to 514,585 shares of the
Company's Common Stock, $.01 par value per share (the "Shares"), being sold by
certain stockholders of the Company and certain holders of warrants to purchase
Common Stock of the Company.
We have reviewed the corporate proceedings taken by the Board of
Directors of the Company with respect to the authorization and issuance of the
Shares. We have also examined and relied upon originals or copies, certified
or otherwise authenticated to our satisfaction, of all corporate records,
documents, agreements or other instruments of the Company and have made all
investigations of law and have discussed with the Company's officers all
questions of fact that we have deemed necessary or appropriate.
Based upon the subject to the foregoing, we are of the opinion that
511,358 of the Shares are, and that 3,227 of the Shares, when issued in
accordance with the terms of the warrants therefor will be, legally issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in the Prospectus
contained in the Registration Statement under the caption "Legal Matters."
Very truly yours,
/S/ Testa, Hurwitz & Thibeault
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TESTA, HURWITZ & THIBEAULT