Exhibit 5
December 17, 2009
Cantel Medical Corp.
150 Clove Road
Little Falls, New Jersey 07424
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of Cantel Medical Corp., a Delaware corporation (the “Company”) and have acted as counsel in such capacity for the Company in connection with the preparation and the filing of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), for registration under the Securities Act of 1933, as amended (the “Securities Act”), of 385,000 shares of the Company’s Common stock, par value $0.10 per share (“Common Stock”), issuable under the Cantel Medical Corp. 2006 Equity Incentive Plan (the “Plan”). The 385,000 shares of Common Stock to be registered pursuant to the Plan are collectively referred to herein as the “Shares.”
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In rendering the opinions set forth herein, I have examined and relied on originals or copies of (i) the Registration Statement; (ii) a specimen certificate representing the Common Stock; (iii) the Certificate of Incorporation and By-laws of the Company, as amended to date and presently in effect, (iv) the Plan; and (v) certain resolutions of the Board of Directors of the Company relating to the Plan and related matters. I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth herein.
The opinions set forth above are limited in all respects to matters of the General Corporation Law of the State of Delaware and applicable federal law, and no opinion is expressed herein as to matters governed by the law of any other jurisdiction.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that when (i) the Registration Statement becomes effective under the Securities Act; and (ii) certificates representing the Shares to be issued under the Plan have been manually signed by an authorized officer of the transfer agent and registrar for the Common Stock and registered by such transfer agent and registrar, and have been delivered and paid for in accordance with the terms and conditions of the Plan, the issuance and sale of such Shares will have been duly authorized and such Shares will be validly issued, fully paid and nonassessable.
I assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if I become aware of any fact that might change the opinions expressed herein after the date hereof.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, |
| /s/ Eric W. Nodiff |
| Senior Vice President, General Counsel |