EXHIBIT 5

                  [LETTERHEAD OF GOODMAN PHILLIPS & VINEBERG]

                               September 26, 2000

E-Z-EM, Inc.
717 Main Street
Westbury, NY 11590

                     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel for E-Z-EM,  Inc., a Delaware corporation (the
"Company"),  in connection with the Company's Registration Statement on Form S-8
proposed to be filed with the  Securities  and Exchange  Commission  on or about
September 26, 2000 (the "Registration Statement").

         The Registration Statement covers the registration of 800,000 shares of
Class B common stock,  $.10 par value per share,  of the Company (the "Shares"),
which are issuable by the Company upon exercise of stock  options  granted or to
be granted pursuant to its 1983 Stock Option Plan, as amended (the "Plan").

         We have reviewed the corporate  proceedings of the Company with respect
to the  authorization  of the  Plan  and the  proposed  issuance  of the  Shares
thereunder.  We have also  examined and relied upon  originals or copies of such
corporate  records,  instruments,  agreements or other documents of the Company,
and certificates of officers of the Company as to certain factual matters, as we
have deemed  necessary or  appropriate  as a basis for the opinions  hereinafter
expressed.  In  our  examination,   we  have  assumed  the  genuineness  of  all
signatures,  the conformity to the originals of all documents  reviewed by us as
copies,  the authenticity and completeness of all original documents reviewed by
us in  original  or copy  form,  and the  legal  competence  of each  individual
executing any document.

         This opinion is limited solely to the Delaware General Corporation Law,
as applied by courts  located in  Delaware,  the  applicable  provisions  of the
Delaware  Constitution and the reported judicial  decisions  interpreting  those
laws.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when issued and  delivered  upon the  exercise of options  duly granted
pursuant to the Plan and against the payment of the exercise  price  therefor as
provided in the Plan, will be validly issued, fully paid, and non-assessable.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                             Very truly yours,



                                             /s/ GOODMAN PHILLIPS & VINEBERG
                                             GOODMAN PHILLIPS & VINEBERG