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EXHIBIT 5
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▇▇▇▇▇▇▇▇, ▇▇▇▇ AND ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ N.E.
P.0. BOX 8801
DAYTON, OHIO 45401-8801
December 26, 1995
(▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Gentlemen:
Reference is made to the offering by ▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., an Ohio
corporation (the "Company"), and Sanyo Denki Co., Ltd., a corporation organized
under the laws of Japan (the "Selling Shareholder"), of up to an aggregate of
1,495,000 Common Shares, without par value, of the Company (the "Shares"),
pursuant to a Registration Statement on Form S-3 under the Securities Act of
1933, as amended (Registration No. 33-64955). Of the Shares, 1,295,000
(including 195,000 shares subject to the over-allotment option granted by the
Company to the Underwriters named in the Registration Statement) are being
offered by the Company and are referred to herein as the "Company Shares," and
200,000 are being offered by the Selling Shareholder and are referred to herein
as the "Selling Shareholder Shares."
As counsel for the Company, we have examined and are familiar with the
Articles of Incorporation and Code of Regulations of the Company and various
corporate records and proceedings relating to the organization of the Company
and the issuance of the Shares. Based upon the foregoing and upon investigation
of such other matters as we consider appropriate to permit us to render an
informed opinion, it is our opinion that:
1. The Company is a corporation duly orgainized, validly
existing and in good standing under the laws of the State of Ohio.
2. The Company Shares have been duly authorized and, upon
issuance thereof and payment therefor in accordance with the
Underwriting Agreement filed as an exhibit to the Registration
Statement, will be validly issued, fully paid and nonassessable.
3. The Selling Shareholder Shares are duly authorized, validly
issued, fully paid and nonassessable.
This opinion is solely for your information in connection with the
Registration Statement and is not to be quoted or otherwise referred to in
any of your financial statements or public releases, filed with any
governmental agency, or given to any other person without our prior written
consent. This opinion may not be relied upon by any other person, or used by
you for any other purpose, without our prior written consent.
We consent to the use of this opinion as an Exhibit to the Registration
Statement, and we consent to any reference to our firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/▇▇▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇
JMR3077.jmr
