exhibit10-90.htm


     

    
      

      

    

     

    Exhibit
10.90

    EXHIBIT
D

    


    FORM
OF LEGAL OPINION

    


    


    


    


    [List of
Purchasers]

    


    


    


    Ladies
and Gentlemen:

    


    We have acted as counsel to Imaging
Diagnostic Systems, Inc., a Florida corporation (the “Company”), in
connection with the execution and delivery by the Company of the Securities
Purchase Agreement, dated as of July __, 2008 (the “Agreement”), by and
among the Company and the purchasers identified on the signature pages thereto
(the “Purchasers”).  This
opinion is given to you pursuant to Section 2.2(a)(ii) of the
Agreement.  (Capitalized terms not otherwise
defined herein are defined as set forth in the Agreement.)

    


    We have participated in the preparation
and negotiation of the Agreement and the Exhibits and Schedules thereto, and the
other documents referred to therein.  We also have examined such
certificates of public officials, corporate documents and records and other
certificates, opinions, agreements and instruments and have made such other
investigations as we have deemed necessary in connection with the opinions
hereinafter set forth.

    


    Based on the foregoing and upon such
investigation as we have deemed necessary, we give you our opinion as
follows:

    


    1. The
Company is a corporation duly organized, validly existing and in good standing
under the laws of Florida. The Company has all requisite power and authority,
and all material governmental licenses, authorizations, consents and approvals,
that are required to own and operate its properties and assets and to carry on
its business as now conducted and as proposed to be conducted (all as described
in the Company’s Annual Report on Form 10-K for its fiscal year ended June 30,
2008). The Company is duly qualified to transact business and is in good
standing in each jurisdiction in which the failure to qualify could have a
Material Adverse Effect on the Company.

     

    2. Each of
the following subsidiaries of the Company (the “Subsidiaries”) is a
corporation, duly organized and in good standing under the laws of its state of
organization, as
noted:  [                     ].

     

    3. The
Company has all requisite power and authority (i) to execute, deliver and
perform the Transaction Documents, (ii) to issue, sell and deliver the
Debentures, the Warrants and the Underlying Shares pursuant to the Transaction
Documents and (iii) to carry out and perform its obligations under, and to
consummate the transactions contemplated by, the Transaction
Documents.

     

    4. All
action on the part of the Company, its directors and its stockholders necessary
for the authorization, execution and delivery by the Company of the Transaction
Documents, the authorization, issuance, sale and delivery of the Debentures and
the Warrants pursuant to the Agreement, the issuance and delivery the Underlying
Shares and the consummation by the Company of the transactions contemplated by
the Transaction Documents has been duly taken.  The Transaction
Documents have been duly and validly executed and delivered by the Company and
constitute the legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with their terms, except that (a) such
enforceability may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors’ rights in general and (b) the remedies
of specific performance and injunctive and other forms of injunctive relief may
be subject to equitable defenses.

     

    5. After
giving effect to the transactions contemplated by the Agreement, and immediately
after the respective Closing, the authorized capital stock of the Company will
consist of: an aggregate of _________ shares of Common Stock, of which  shares will be
issued and outstanding and _________ shares will be reserved for issuance upon
conversion of issued and outstanding options, warrants and other derivative
securities, __________ shares will be reserved for issuance to employees,
officers and directors under the Company’s [ _ Stock
Incentive Plan], of which __________ shares are subject to currently outstanding
incentive stock option grants and __________ shares are subject to currently
outstanding non-qualified stock option grants, and __________ shares will be
reserved for issuance upon exercise of Warrants, and _____ shares will be
reserved for issuance upon conversion of the Debentures.  All
presently issued and outstanding shares of Common Stock have been duly
authorized and validly issued and are fully paid and nonassessable and free of
any preemptive or similar rights, and have been issued in compliance with
applicable securities laws and regulations.  The Debentures and
Warrants which are being issued on the date hereof pursuant to the Agreement
have been duly authorized and validly issued and are fully paid and
nonassessable and free of preemptive or similar rights, and have been issued in
compliance with applicable securities laws, rules and
regulations.  The Underlying Shares have been duly and validly
authorized and reserved for issuance, and when issued upon the conversion of the
Debenture or the exercise of the Warrants in accordance with the respective
terms therein, will be validly issued, fully paid and nonassessable, and free of
any preemptive or similar rights.  To our knowledge, except for rights
described in Schedule 3.1(g) of the Agreement, there are no other options,
warrants, conversion privileges or other rights presently outstanding to
purchase or otherwise acquire from the Company any capital stock or other
securities of the Company, or any other agreements to issue any such securities
or rights.  The rights, privileges and preferences of the Common Stock
are as stated in the Company’s [_______________]1.

     

    6. To our
knowledge, the Company has filed all reports (the “SEC Reports”)
required to be filed by it under Sections 13(a) and 15(d) of the Exchange Act of
1934, as amended (the “Exchange
Act”).  As of their respective filing dates, the SEC Reports
complied in all material respects as to form with the requirements of the
Exchange Act and the rules and regulations of the Commission promulgated
thereunder.

     

    7. Based in
part upon the representations of the Purchasers contained in the Agreement, the
Debentures, the Warrants and the Underlying Shares may be issued to the
Purchasers without registration under the Securities Act of 1933, as
amended.

     

    8. The
execution, delivery and performance by the Company of, and the compliance by the
Company with the terms of, the Transaction Documents and the issuance, sale and
delivery of the Debentures, the Warrants and the Underlying Shares pursuant to
the Agreement do not (a) conflict with or result in a violation of any provision
of law, rule or regulation applicable to the Company or its Subsidiaries or of
the certificate of incorporation or by-laws or other similar organizational
documents of the Company or its Subsidiaries, (b) conflict with, result in a
breach of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or result in or permit the
termination or modification of, any agreement, instrument, order, writ, judgment
or decree known to us to which the Company of its Subsidiaries is a party or is
subject or (c) result in the creation or imposition of any lien, claim or
encumbrance on any of the assets or properties of the Company or its
Subsidiaries.

     

    9. To our
knowledge, except as set forth in the Disclosure Schedule to the Agreement,
there is no claim, action, suit, proceeding, arbitration, investigation or
inquiry, pending or threatened, before any court or governmental or
administrative body or agency, or any private arbitration tribunal, against the
Company or its Subsidiaries, or any of the officers, directors or employees (in
connection with the discharge of their duties as officers, directors and
employees) of the Company or its Subsidiaries, or affecting any of its
properties or assets.

     

    10. In
connection with the valid execution, delivery and performance by the Company of
the Transaction Documents, or the offer, sale, issuance or delivery of the
Debentures, the Warrants and the Underlying Shares or the consummation of the
transactions contemplated thereby, no consent, license, permit, waiver, approval
or authorization of, or designation, declaration, registration or filing with,
any court, governmental or regulatory authority, or self-regulatory
organization, is required.

     

    11. The
Company is not, and after the consummation of the transactions contemplated by
the Transaction Documents shall not be, an Investment Company within the meaning
of the Investment Company Act of 1940, as amended.

     

    12. The
Security Agreement is sufficient to grant the Purchasers a security interest in
all of the Company’s and Subsidiaries’ assets, and upon filing the UCC-1 in the
office of the Secretary of States of Florida and __________, such security
interest shall be perfected as to those items of collateral which can be
perfected by the filing of such UCC-1.

     

    


    


    Very truly yours,

    

      

    

      
      1 Insert
appropriate organizational document.