EX-5 3 p70272exv5.htm EXHIBIT 5 exv5
 

EXHIBIT 5
(Form S-8)

February 28, 2005

OrthoLogic Corp.
1275 West Washington Street
Tempe, Arizona 85281

Re: OrthoLogic Corp. 1997 Stock Option Plan

Ladies and Gentlemen:

     We are providing this opinion in connection with the Registration Statement of OrthoLogic Corp. (the “Company”) on Form S-8 (the “Registration Statement”) to be filed under the Securities Act of 1933, as amended (the “Act”), with respect to the proposed issuance by the Company of up to 1,000,000 additional shares of Common Stock, par value $.0005 per share, of the Company (the “Shares”) pursuant to the Company’s 1997 Stock Option Plan, as amended (the “Plan”).

     We have examined (i) the Registration Statement; (ii) the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as amended to date; (iii) the Plan; (iv) the corporate proceedings relating to the adoption of the Plan; and (v) such other documents and records as we have deemed necessary in order to render this opinion. In rendering this opinion, we have relied as to certain factual matters on certificates of officers of the Company and of state officials.

     Based upon the foregoing, it is our opinion that the Shares, when issued and paid for as contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and non-assessable by the Company.

     We consent to the filing of this opinion as an Exhibit to the Registration Statement. In the giving of our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act, or that we come within the category of persons whose consent is required by Section 7 of the Act.
         
  Very truly yours,
 
 
  /s/ Quarles & Brady Streich Lang LLP    
     
  QUARLES & BRADY STREICH LANG LLP