EXHIBIT 5




March 4, 2002




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

RE:   MEDICAL ACTION INDUSTRIES INC.
      REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

Reference is made to the filing by Medical Action Industries Inc. (the
"Corporation") of a Registration Statement on Form S-8 with the Securities and
Exchange Commission pursuant to the provisions of the Securities Act of 1933,
as amended, covering the registration of 500,000 shares of the Corporation's
Common stock, $.001 par value per share, in connection with the Corporation's
1994 Stock Incentive Plan.

As General Counsel for the Corporation, I have examined its corporate records,
including its Certificate of Incorporation, By-Laws, its corporate minutes,
the form of its Common Stock certificate, its 1994 Stock Incentive Plan,
related documents under such plan, and such other documents as I have deemed
necessary or relevant under the circumstances.

Based upon my examination, I am of the opinion that:

1.    The Corporation is duly organized and validly existing under the laws of
      the State of Delaware.

2.    There have been reserved for issuance by the Board of Directors of the
      Corporation 500,000 shares of its Common Stock, $.001 par value per
      share. The shares of the Corporation's Common Stock, when issued under
      the 1994 Stock Incentive Plan, will be validly authorized, legally
      issued, fully paid and non-assessable.










Securities and Exchange Commission
March 4, 2002
Page 2 of 2



I hereby consent to be named in the Registration Statement as General Counsel
of the Corporation, and I hereby consent to the filing of this opinion as
Exhibit 5 to the Registration Statement.


Very truly yours,



/s/ Richard G. Satin
--------------------
Richard G. Satin
Vice President of Operations
     & General Counsel