Exhibit 5


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


Trimedyne, Inc.
25901 Commercentre Drive
Lake Forest, CA  92630

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 SB-2, covering the
registration under the Securities Act of 1933 of up to 3,462,000 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 exercise of the Warrants and Options and other
                  shares of Common Stock required to be issued pursuant to
                  anti-dilution provisions as 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.

                                            December 21, 2006


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