1 Exhibit 5 August 11, 1998 Orthopaedic Biosystems Ltd., Inc. 15990 N. Greenway-Hayden Loop, Suite 100 Scottsdale, Arizona 85260 Re: Registration Statement on Form SB-2 Ladies and Gentlemen: We have acted as counsel to Orthopaedic Biosystems Ltd., Inc., an Arizona corporation (the "Company"), in connection with the preparation and filing with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), of the Company's Registration Statement on Form SB-2 (the "Registration Statement"), relating to the registration of 2,875,000 shares of common stock, no par value ("Common Stock"), including 375,000 shares which may be issued pursuant to the underwriters' over-allotment option. In arriving at the opinion expressed below, we have reviewed the Registration Statement and the exhibits thereto. In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction, of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company, and other persons, and we have made such investigation of law, as we have deemed appropriate as a basis for the opinions expressed below. In rendering the opinions expressed below, we have assumed (i) the genuineness of signatures not witnessed, the authenticity of documents submitted as originals, and the conformity to originals of documents submitted as copies, (ii) the legal capacity of all natural persons executing the documents discussed herein, (iii) that such documents accurately describe and contain the mutual understanding of the parties and that there are no oral or written statements or agreements that modify, amend, or vary or purport to modify, amend, or vary any of the terms of such documents, and (iv) that, as to documents executed by entities other than the Company, that such entity had the power to enter into and perform its obligations under such documents, and that such documents have been duly authorized, executed, and delivered by, and are valid, binding upon, and enforceable against, such entities. Based upon the foregoing, we advise you that, in our opinion, when the following events have occurred: (a) The Registration Statement has become effective under the Securities Act; 2 Orthopaedic Biosystems Ltd., Inc. August 11, 1998 Page 2 (b) The due authorization, registration, and delivery of the certificate or certificates evidencing the Common Stock; (c) The Common Stock is issued and sold and consideration has been received therefor in the manner specified in the Registration Statement and the exhibits thereto; (d) The compliance with all applicable contracts, agreements, and instruments in respect of the issuance of the Common Stock has occurred; and (e) The receipt of all necessary approvals, consents or waivers, and the satisfaction of all necessary conditions, to the issuance of the Common Stock shall have been obtained or satisfied; then 1. The Common Stock to be issued by you will be legally issued, fully paid, and non-assessable. The foregoing opinions are limited to the federal law of the United States of America and the laws of the State of Arizona. We express no opinion as to the application of the various state securities laws to the offer, sale, issuance, or delivery of the Common Stock. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Registration Statement and in the Prospectus included therein. We have also reviewed and approved the statements in the Prospectus under the captions "Risk Factors--Reliance on and Uncertainty Relating to Patents and Proprietary Technology; Risk of Infringement" and "Business--Patents and Proprietary Rights" and to the references to our firm under the caption "Experts." Very truly yours, SNELL & WILMER L.L.P. /s/ Snell & Wilmer L.L.P.