Exhibit 5
[Winston & Xxxxxx LLP letterhead]
November 20, 2006
D. E. XxXxxxx
X. X. Xxxxxx
X. X. Gurganous
X. X. Xxxxxxxxxxx
X. X. Xxxxxxxx, Xx.
As Voting Trustees under the
Voting Trust Agreement relating
to shares of Common Stock of
Graybar Electric Company, Inc.
00 Xxxxx Xxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Dear Sirs:
We refer to (i) the Voting Trust Agreement, to be dated as
of March 16, 2007 (the "Voting Trust Agreement") and entered into by holders
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of shares of common stock, par value $1 per share (the "Common Stock"), of
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Graybar Electric Company, Inc., a New York corporation (the "Company"), the
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Company and you, as voting trustees (the "Voting Trustees"), and (ii) the
Registration Statement on Form S-1 (the "Registration Statement") under the
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Securities Act of 1933, as amended (the "Securities Act"), to be filed with
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the Securities and Exchange Commission (the "Commission") by the Voting
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Trustees relating to voting trust interests (the "Voting Trust Interests") to
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be issued pursuant to the Voting Trust Agreement.
We have examined the Voting Trust Agreement and the form 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 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
