EXHIBIT
5
November
8, 2007
Caprius,
Inc.
One
University Plaza
Hackensack,
NJ 07601
Ladies
and Gentlemen:
We
have acted as counsel to Caprius,
Inc., a Delaware corporation (the “Company”), in connection with the preparation
of Post-Effective Amendment No. 3 to a Registration Statement on Form
SB-2 (the “Registration Statement”) relating to the registration of
(A) 1,837,730 shares of the Company’s Common Stock, $0.01 par value per
share (the “Common Stock”), presently outstanding, and (B) 808,391 shares of
Common Stock issuable upon exercise of warrants (the “Warrants”) that were
granted either in a `prior placement (the “Private Placement”).
This
opinion is being rendered in
connection with the filing by the Company of the Registration
Statement.
For
purposes of this opinion, we have
examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement; (ii) the Certificate of
Incorporation and By-Laws of the Company, as in effect on the date hereof;
(iii)
the warrant agreements relating to the Warrants; (iv) agreements and documents
relating to the Private Placement; (v) the resolutions adopted by the Board
of
Directors of the Company relating to each of the foregoing and (vi) such
other
documents, certificates or other records as we have deemed necessary or
appropriate.
Based
upon the foregoing, and subject
to the qualifications hereinafter expressed, we are of the opinion
that:
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(1)
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The
Company is a corporation duly organized, validly existing and in
good
standing under the laws of the State of
Delaware.
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(2)
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The
shares of Common Stock included in this Registration Statement
presently
issued and outstanding were duly authorized, validly issued, and
fully-paid and non-assessable.
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(3)
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The
shares of Common Stock included in the Registration Statement to
be issued
upon the exercise of the Warrants will be duly authorized and validly
issued, and fully paid and non-assessable when such Warrants are
duly
exercised and the exercise price is paid for the shares of Common
Stock
underlying such Warrants in accordance with the terms of the respective
warrant agreements.
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We
hereby
consent to the reference to this firm under the caption “Legal Matters” in the
Prospectus included in the Registration Statement and to the filing of this
opinion with the Securities and Exchange Commission as Exhibit 5 to the
Registration Statement.
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Very
truly yours,
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/s/
Thelen Reid Brown Raysman & Steiner
LLP
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THELEN
REID BROWN RAYSMAN & STEINER
LLP
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