Exhibit 5
[Winston & Xxxxxx LLP Letterhead]
August 26, 2004
Graybar Electric Company, Inc.
and
X. X. Xxxxxxxx, Xx.
D. E. XxXxxxx
X. X. Xxxxxx
X. X. Gurganous
X. X. Xxxxxxxxxxx
As Voting Trustees under the
Voting Trust Agreement, dated
as of April 1, 1997 relating
to the Common Stock of
Graybar Electric Company, Inc.
00 Xxxxx Xxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Ladies 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
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value $1 per share (the "Common Stock"), of Graybar Electric Company, Inc.,
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a New York corporation (the "Company"), and to the Registration Statement on
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Form S-2 (the "Registration Statement") under the Securities Act of 1933, as
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amended (the "Securities Act"), to be filed with the Securities and Exchange
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Commission (the "Commission") by the Company and the Voting Trustees (the
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"Voting Trustees") under the Voting Trust Agreement. The Registration
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Statement covers a maximum of 450,000 shares of Common Stock and related
voting trust certificates (the "Voting Trust Certificates") to be issued
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pursuant to the Voting Trust Agreement and the Company's Common Stock
Purchase Plan dated as of June 10, 2004 (the "Plan").
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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
Graybar Electric Company, Inc.
August 26, 2004
Page 2
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:
1. The 450,000 shares of Common Stock to be offered by the
Company, when issued and sold as contemplated by the Registration Statement
and the Plan, will have been validly issued and will be fully paid and
nonassessable, subject to Section 630 of the New York Business Corporation
Law (which provides that the ten largest shareholders of the Company are
liable under certain conditions for debts, wages or salaries due and not
paid by the Company to any laborers, servants or employees, other than
contractors, for services performed by them for the Company).
2. The Voting Trust Agreement is a valid and lawful
agreement under the laws of the State of New York and the Voting Trust
Certificates will be, when issued in accordance with the provisions of the
Voting Trust Agreement, validly 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
