Common use of Xxxxxxxx, Xx Clause in Contracts

Xxxxxxxx, Xx. As Voting Trustees under the Voting Trust Agreement, dated as of April 1, 1997 relating to the Common Stock of Graybar Electric Company, Inc. 34 Xxxxx Xxxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Dear Sirs: We refer to the Voting Trust Agreement, dated as of April 1, 1997 (the "Voting Trust Agreement"), relating to the common stock, par value $1 per share with a stated value of $20 per share (the "Common Stock"), of Graybar Electric Company, Inc., a New York corporation (the "Company"), and to the Registration Statement on Form S-2 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), to be filed with the Securities and Exchange Commission (the "Commission") by the Company and the Voting Trustees (the "Voting Trustees") under the Voting Trust Agreement. The Registration Statement covers a maximum of 1,000,000 shares of Common Stock and Voting Trust Certificates to be issued pursuant to the Voting Trust Agreement and the Company's Common Stock Purchase Plan dated as of October 12, 1998 (the "Plan"). We have examined the Voting Trust Agreement and the Plan. We have also examined originals, or certified or photostatic copies, of such records of the Company and the Voting Trustees and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based upon our examination mentioned above, subject to the assumptions stated and relying upon the statements of fact contained in the documents that we have examined, we are of the following opinions:

Xxxxxxxx, Xx. As Voting Trustees under the Voting Trust Agreement, dated as of April 1, 1997 relating to the Common Stock of Graybar Electric Company, Inc. 34 00 Xxxxx Xxxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Dear SirsLadies and Gentlemen: We refer to the Voting Trust Agreement, dated as of April 1, 1997 (the "Voting Trust Agreement"), relating to the common stock, par ---------------------- value $1 per share with a stated value of $20 per share (the "Common Stock"), of Graybar Electric Company, Inc., ------------ a New York corporation (the "Company"), and to the Registration Statement on ------- Form S-2 S-1 (the "Registration Statement") under the Securities Act of 1933, as ---------------------- amended (the "Securities Act"), to be filed with the Securities and Exchange -------------- Commission (the "Commission") by the Company and the Voting Trustees (the ---------- "Voting Trustees") under the Voting Trust Agreement. The Registration --------------- Statement covers a maximum of 1,000,000 850,000 shares of Common Stock and related voting trust certificates (the "Voting Trust Certificates Certificates") to be issued ------------------------- pursuant to the Voting Trust Agreement and the Company's Three-Year Common Stock Purchase Plan Plan, dated as of October 12June 10, 1998 2004, as amended on June 8, 2006 (the "Plan"). ---- We have examined the Voting Trust Agreement and the Plan. We have also examined originals, or certified or photostatic copies, of such records of the Company and the Voting Trustees and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based upon our examination mentioned above, subject to the assumptions stated and relying upon the statements of fact contained in the documents that we have examined, we are of the following opinions:

Xxxxxxxx, Xx. As Voting Trustees under the Voting Trust Agreement, dated as of April 1, 1997 Agreement relating to the shares of Common Stock of Graybar Electric Company, Inc. 34 00 Xxxxx Xxxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Dear Sirs: We refer to (i) the Voting Trust Agreement, to be dated as of April 1March 16, 1997 2007 (the "Voting Trust Agreement"), relating to the ) and entered into by holders ---------------------- of shares of common stock, par value $1 per share with a stated value of $20 per share (the "Common Stock"), of ------------ Graybar Electric Company, Inc., a New York corporation (the "Company"), the ------- Company and to you, as voting trustees (the "Voting Trustees"), and (ii) the Registration Statement on Form S-2 S-1 (the "Registration Statement") under the ---------------------- Securities Act of 1933, as amended (the "Securities Act"), to be filed with -------------- the Securities and Exchange Commission (the "Commission") by the Company and the Voting ---------- Trustees relating to voting trust interests (the "Voting TrusteesTrust Interests") under the Voting Trust Agreement. The Registration Statement covers a maximum of 1,000,000 shares of Common Stock and Voting Trust Certificates to ---------------------- be issued pursuant to the Voting Trust Agreement and the Company's Common Stock Purchase Plan dated as of October 12, 1998 (the "Plan")Agreement. We have examined the Voting Trust Agreement and the Planform of voting trust certificates evidencing the Voting Trust Interests set forth therein. We have also examined originals, or certified or photostatic copies, of such records of the Company and the Voting Trustees and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based upon our examination mentioned above, subject to the assumptions stated and relying upon the statements of fact contained in the documents that we have examined, we are of the following opinions:opinion that the Voting Trust Agreement, when duly executed and delivered by one or more holders of shares of Common Stock of the Company, the Voting Trustees and the Company, will be a valid and legal agreement of the parties thereto under the laws of the State of New York and that the Voting Trust Interests, when issued in accordance with the provisions of the Voting Trust Agreement, will be validly and legally issued. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the reference to our firm appearing under the caption "Legal Matters" in the Prospectus that forms a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Commission. Very truly yours, /s/ Winston & Xxxxxx LLP

Xxxxxxxx, Xx. As Voting Trustees under the Voting Trust Agreement, dated as of April 1, 1997 Agreement relating to the shares of Common Stock of Graybar Electric Company, Inc. 34 00 Xxxxx Xxxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Dear Sirs: We refer to (i) the Voting Trust Agreement, to be dated as of April 1March 16, 1997 2007 (the "Voting Trust Agreement"), relating to the ) and entered into by holders of shares ---------------------- of common stock, par value $1 per share with a stated value of $20 per share (the "Common Stock"), of Graybar ------------ Electric Company, Inc., a New York corporation (the "Company"), the Company ------- and to you, as voting trustees (the "Voting Trustees"), and (ii) the Registration Statement on Form S-2 S-1 (the "Registration Statement") under the Securities Act ---------------------- of 1933, as amended (the "Securities Act"), to be filed with the Securities -------------- and Exchange Commission (the "Commission") by the Company and the Voting Trustees relating to ---------- voting trust interests (the "Voting TrusteesTrust Interests") under the Voting Trust Agreement. The Registration Statement covers a maximum of 1,000,000 shares of Common Stock and Voting Trust Certificates to be issued pursuant to ---------------------- the Voting Trust Agreement and the Company's Common Stock Purchase Plan dated as of October 12, 1998 (the "Plan")Agreement. We have examined the Voting Trust Agreement and the Planform of voting trust certificates evidencing the Voting Trust Interests set forth therein. We have also examined originals, or certified or photostatic copies, of such records of the Company and the Voting Trustees and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based upon our examination mentioned above, subject to the assumptions stated and relying upon the statements of fact contained in the documents that we have examined, we are of the following opinions:opinion that the Voting Trust Agreement, when duly executed and delivered by one or more holders of shares of Common Stock of the Company, the Voting Trustees and the Grabar Electric Company, Inc. January 15, 2007 Page 2 Company, will be a valid and legal agreement of the parties thereto under the laws of the State of New York and that the Voting Trust Interests, when issued in accordance with the provisions of the Voting Trust Agreement, will be validly and legally issued. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the reference to our firm appearing under the caption "Legal Matters" in the Prospectus that forms a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Commission.

Xxxxxxxx, Xx. As Voting Trustees under the Voting Trust Agreement, dated as of April 1, 1997 Agreement relating to the shares of Common Stock of Graybar Electric Company, Inc. 34 00 Xxxxx Xxxxxxx Xxxxxx Xx. Xxxxx, Xxxxxxxx 00000 Dear Sirs: We refer to (i) the Voting Trust Agreement, to be dated as of April 1March 16, 1997 2007 (the "Voting Trust Agreement"), relating to the ) and entered into by holders of shares ---------------------- of common stock, par value $1 per share with a stated value of $20 per share (the "Common Stock"), of Graybar ------------ Electric Company, Inc., a New York corporation (the "Company"), the Company ------- and to you, as voting trustees (the "Voting Trustees"), and (ii) the Registration Statement on Form S-2 S-1 (the "Registration Statement") under the Securities Act ---------------------- of 1933, as amended (the "Securities Act"), to be filed with the Securities -------------- and Exchange Commission (the "Commission") by the Company and the Voting Trustees relating to ---------- voting trust interests (the "Voting TrusteesTrust Interests") under the Voting Trust Agreement. The Registration Statement covers a maximum of 1,000,000 shares of Common Stock and Voting Trust Certificates to be issued pursuant to ---------------------- the Voting Trust Agreement and the Company's Common Stock Purchase Plan dated as of October 12, 1998 (the "Plan")Agreement. We have examined the Voting Trust Agreement and the Planform of voting trust certificates evidencing the Voting Trust Interests set forth therein. We have also examined originals, or certified or photostatic copies, of such records of the Company and the Voting Trustees and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. Based upon our examination mentioned above, subject to the assumptions stated and relying upon the statements of fact contained in the documents that we have examined, we are of the following opinions:opinion that the Voting Trust Agreement, when duly executed and delivered by one or more holders of shares of Common Stock of the Company, the Voting Trustees and the Grabar Electric Company, Inc. January 15, 2007 Page 2 Company, will be a valid and legal agreement of the parties thereto under the laws of the State of New York and that the Voting Trust Interests, when issued in accordance with the provisions of the Voting Trust Agreement, will be validly and legally issued. We consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the reference to our firm appearing under the caption "Legal Matters" in the Prospectus that forms a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations of the Commission. Very truly yours,