Exhibit 5
[Letterhead of Xxxxx, Day, Xxxxxx & Xxxxx]
April 8, 1998
Stimsonite Corporation
0000 Xxxxx Xxxxxxx Xxxxxx
Xxxxx, Xxxxxxxx 00000
Re: NONQUALIFIED STOCK OPTION AGREEMENT DATED AS OF MARCH 22, 1997
BETWEEN XXXXXX X. XXXXX AND STIMSONITE CORPORATION
Ladies and Gentlemen:
We have acted as counsel for Stimsonite Corporation, a Delaware
corporation (the "Company"), in connection with the Nonqualified Stock Option
Agreement dated as of March 22, 1997 between Xxxxxx X. Xxxxx and the Company
(the "Agreement"). We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion, and based
thereupon we are of the opinion that the shares of the Company's Common
Stock, par value $.01 per share ("Common Stock"), that may be issued and sold
pursuant to the Agreement are duly authorized and, when issued and sold in
accordance with the Agreement, will be validly issued, fully paid and
nonassessable so long as the consideration received by the Company is at
least equal to the stated par value of such shares of Common Stock.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Company to effect
registration of the shares of Common Stock to be issued and sold pursuant to
the Agreement under the Securities Act of 1933.
Very truly yours,
/s/ XXXXX, DAY, XXXXXX & XXXXX
