EXHIBIT 5

[LETTERHEAD OF Gray CARY WARE & FREIDENRICH LLP]
701 Fifth Avenue, Suite 7000, Seattle, WA 98104
Phone: 206-839-4800       Fax: 206-839-4801        www.graycary.com

June 25, 2004

SCOLR, Inc.
3625 132nd Avenue S.E.
Bellevue, WA  98006

Ladies and Gentlemen:

      As legal counsel for SCOLR, Inc., a Delaware corporation (the "Company"),
we are rendering this opinion in connection with the registration under the
Securities Act of 1933, as amended, of up to 4,407,857 shares of the Company's
Common Stock (the "Common Stock") which may be issued pursuant to awards granted
under the SCOLR, Inc. 2004 Equity Incentive Plan (the "Plan").

      We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies. We are admitted to
practice only in the State of Washington and we express no opinion concerning
any law other than the law of the State of Washington, the corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware corporation law, we have based our opinion solely upon our examination
of such laws and the rules and regulations of the authorities administering such
laws, all as reported in standard, unofficial compilations. We have not obtained
opinions of counsel licensed to practice in jurisdictions other than the State
of Washington.

      Based on such examination, we are of the opinion that the 4,407,857 shares
of Common Stock which may be issued pursuant to awards granted under the Plan
are duly authorized shares of Common Stock, and, when issued against receipt of
the consideration therefor in accordance with the provisions of the Plan and the
awards authorized by the Company's Board of Directors thereunder, will be
validly issued, fully paid and nonassessable. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement referred to above and
the use of our name wherever it appears in said Registration Statement.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP