Exhibit 5
March 4, 2003
LESCO, Inc.
00000 Xxxxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
Re: LESCO, Inc. Option Agreements
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Ladies and Gentlemen:
We have acted as counsel to LESCO, Inc., an Ohio corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-8
(the "Registration Statement") being filed under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of up to 38,500 Common Shares,
without par value (the "Common Shares"), of the Company pursuant to those
certain Stock Option Agreements between LESCO, Inc. and each of Xxxxx
Xxxxxxxxx, Xxxxx Xxxx, Xxxxxxxx Xxxxx and Xxxxx Xxxx, respectively
(collectively, the "Agreements").
We have examined the Company's Amended Articles of Incorporation, the
Company's Amended Code of Regulations, the Agreements and such other documents,
records and matters of law as we have deemed necessary for purposes of this
opinion. In rendering this opinion, we have assumed the genuineness, without
independent investigation, of all signatures on all documents examined by us,
the conformity to original documents of all documents submitted to us as
certified or facsimile copies, and the authenticity of all such documents.
Based solely thereon, we are of the opinion that the Common Shares
available for issuance under the Agreements, when issued, delivered and paid
for pursuant to the Agreements substantially in the form reviewed by us, will
be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to our firm in Item 8 of Part II to
the Registration Statement. In giving such consent, we do not thereby admit that
we are in the category of persons whose
LESCO, Inc.
March 4, 2003
Page 2
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Xxxxx & Xxxxxxxxx LLP
