Exhibit 5 ---------------------------- TROUTMAN SANDERS LLP ---------------------------- ATTORNEYS AT LAW A LIMITED LIABILITY PARTNERSHIP THE CHRYSLER BUILDING 405 LEXINGTON AVENUE NEW YORK, NEW YORK 10174 www.troutmansanders.com TELEPHONE:...Ophthalmic Imaging Systems • May 22nd, 2006 • Surgical & medical instruments & apparatus
We have acted as counsel to Ophthalmic Imaging Systems, a California corporation (the "Company"), in connection with a Registration Statement on Form S-8 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), covering (i) an aggregate of 750,000 shares of the Company's common stock, no par value (the "Common Stock"), issuable upon the exercise of options which have been, or may from time to time be, granted by the Company to employees (including officers and directors who are employees) of the Company, consultants and advisors to and non-employee directors of the Company under the Company's 2003 Stock Option Plan (the "2003 Plan") and (ii) an aggregate of 750,000 shares of the Common Stock issuable upon the exercise of options which have been, or may from time to time be, granted by the Company to employees (including officers and directors who are employees) of the Company, consultants and adviso
Exhibit 99.4 OPHTHALMIC IMAGING SYSTEMS NONSTATUTORY STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is between Ophthalmic Imaging Systems, a California corporation (the "Company"), and _____________________, an individual (the...Ophthalmic Imaging Systems Nonstatutory Stock Option Agreement • May 22nd, 2006 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
Exhibit 99.3 OPHTHALMIC IMAGING SYSTEMS STOCK OPTION AGREEMENT This Stock Option Agreement (this "Agreement") is between Ophthalmic Imaging Systems, a California corporation (the "Company"), and _____________________, an individual (the "Optionee")....Ophthalmic Imaging Systems Stock Option Agreement • May 22nd, 2006 • Ophthalmic Imaging Systems • Surgical & medical instruments & apparatus • California
