Exhibit 5

                   (HELLER, HOROWITZ & FEIT, P.C., LETTERHEAD)

Trimedyne, Inc.
15091 Bake Parkway
Irvine, CA 92618

Gentlemen:

         As counsel for your Company, we have examined your certificate of
incorporation, by-laws, and such other corporate records, documents and
proceedings and such questions of laws we have deemed relevant for the purpose
of this opinion.

         We have also, as such counsel, examined the Registration Statement (the
"Registration Statement") of your Company on Form S-2, covering the registration
under the Securities Act of 1933 of up to 1,976,232 shares of Common Stock,
$0.01 par value, of the Company.

         Our review has also included the exhibits and form of prospectus for
the issuance of such securities (the "Prospectus") filed with the Registration
Statement.

         On the basis of such examination, we are of the opinion that:

         1.       The Company is a corporation duly authorized and validly
                  existing and in good standing under the laws of the State of
                  Nevada, with corporate power to conduct its business as
                  described in the Registration Statement.

         2.       The Company has an authorized capitalization of 30,000,000
                  shares of Common Stock and 1,000,000 shares of Preferred
                  Stock.

         3.       The shares of Common Stock outstanding and to be outstanding
                  in the event of conversion of the Notes and exercise of the
                  Options described in the Registration Statement are duly and
                  validly authorized and, upon the issuance thereof, will be
                  duly and validly issued as fully paid and non-assessable.

         We hereby consent to the use of our name in the Registration Statement
and Prospectus and we also consent to the filing of this opinion as an exhibit
thereto.

                                            Very truly yours,

                                            /s/ HELLER, HOROWITZ & FEIT, P.C.
                                            ---------------------------------
                                            HELLER, HOROWITZ & FEIT, P.C.