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[LETTERHEAD OF XXXXXXXX XXXX & XXXXX LLP]
EXHIBIT 5
June 2, 1998
STERIS Corporation
0000 Xxxxxxx Xxxx
Xxxxxx, Xxxx 00000
Re: STERIS Corporation Form S-8 Registration Statement --
Nonqualified Stock Option Agreements between STERIS
Corporation and each of Xxxx Xxxxxxxxx and Xxxxxx X.
XxXxxxxx
Ladies and Gentlemen:
STERIS Corporation ("STERIS") is filing with the Securities and
Exchange Commission a Registration Statement on Form S-8 (the "Registration
Statement") for the registration, under the Securities Act of 1933, as amended,
of 100,000 Common Shares, without par value, of STERIS ("STERIS Common Shares")
to be issued from time to time pursuant to the terms of a Nonqualified Stock
Option Agreement between STERIS and Xxxx Xxxxxxxxx and 15,000 STERIS Common
Shares to be issued from time to time pursuant to the terms of a Nonqualified
Stock Option Agreement between STERIS and Xxxxxx X. XxXxxxxx (collectively, such
stock option agreements, the "Agreements").
Item 601 of Regulation S-K and the instructions to Form S-8 require
that an opinion of counsel concerning the legality of the securities to be
registered be filed as an exhibit to a Form S-8 registration statement if the
securities are original issue shares. This opinion is provided in satisfaction
of that requirement as it relates to the Registration Statement.
In rendering this opinion, we have examined the following:
A. A copy of STERIS's current Amended Articles of
Incorporation and Amended Regulations.
B. The records of the proceedings incorporating STERIS under
the laws of the State of Ohio, records of other proceedings and public
officials concerning the present status of STERIS as a corporation, and
records of the proceedings of STERIS's Board of Directors and
shareholders concerning authorization of STERIS Common Shares and
approval of the Agreements.
We have examined such other records and documents, and obtained such
other information, as we have deemed advisable in order to render this opinion.
As a result of the foregoing, we are of the opinion that:
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(1) STERIS is a corporation validly organized and existing and
in good standing under the laws of the State of Ohio.
(2) STERIS is authorized to issue 100,000,000 Common Shares,
of which approximately 34,010,000 STERIS Common Shares were issued and
outstanding as of March 31, 1998, excluding 229,000 treasury shares.
When issued, the STERIS Common Shares which are the subject of the
registration statement will be legally issued, fully paid, and
non-assessable.
We hereby consent to the use and filing of this opinion in connection
with the Registration Statement.
Very truly yours,
Xxxxxxxx Xxxx & Xxxxx LLP
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