EXHIBIT 5


                           June 3, 2002



Isolyser Company, Inc.
512 Lehmberg Road
Columbus, Mississippi  39702

         RE:      REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

     We  have  acted  as  your  counsel  in the  preparation  of a  Registration
Statement  on Form  S-8  (the  "Registration  Statement")  filed by you with the
Securities and Exchange  Commission  covering 2,000,000 shares (the "Shares") of
common stock,  $.001 par value, which may be issued by the Company in accordance
with Awards granted under your 1999 Long-Term Incentive Plan, as amended May 23,
2002 (the "LTIP").

     In so acting, we have examined and relied upon such records,  documents and
other  instruments  as in our judgment are necessary or  appropriate in order to
express the opinion  hereinafter  set forth and have assumed the  genuineness of
all signatures,  the authenticity of all documents submitted to us as originals,
and the  conformity to original  documents of all  documents  submitted to us as
certified or photostatic copies.

     Based on the foregoing,  we are of the opinion that the Shares, when issued
and  delivered  in the manner  and on the terms  described  in the  Registration
Statement  (after  it is  declared  effective)  and the  LTIP,  will be duly and
validly issued, fully paid and nonassessable.

     We  hereby  consent  to the  use  of  this  opinion  as an  exhibit  to the
Registration  Statement.  In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the  Securities  Act of 1933, as amended,  or the general rules and  regulations
thereunder.

                           Very truly yours,

                           ARNALL GOLDEN GREGORY, LLP


                          /s/ARNALL GOLDEN GREGORY, LLP


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