Warner Norcross & Judd LLP
Attorneys at Law
900 Old Kent Building
111 Lyon Street, N.W.
Grand Rapids, Michigan 49503-2487
Telephone (616) 752-2000
Fax (616) 752-2500
December 23, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
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Re: |
Wolverine World Wide, Inc. |
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Registration Statement on Form S-8 |
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Wolverine World Wide, Inc. |
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1999 Stock Incentive Plan |
Dear Sir or Madam:
We represent Wolverine World Wide, Inc., a Delaware corporation (the "Company"),
with respect to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") filed pursuant to the Securities Act of
1933 (the "Act") to register 2,000,000 shares of Common Stock.
As counsel for the Company, we are familiar with its Certificate of Incorporation
and Bylaws and have reviewed the various proceedings taken by the Company
to authorize the issuance of the Common Stock to be sold pursuant to the
Registration Statement. We have also reviewed and assisted in preparing
the Registration Statement. In our review, we have assumed the genuineness
of all signatures, the legal capacity of all natural persons, 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.
On the basis of the foregoing, we are of the opinion that, when the Registration
Statement has become effective under the Act, any and all shares of Common
Stock which are the subject of the Registration Statement will, when issued
upon payment of the purchase price therefore, if any, to the Company, be validly
issued, fully paid and nonassessable.
Securities and Exchange Commission
December 23, 1999
Page 2
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We hereby consent to the use of this opinion as an exhibit to the Registration
Statement on Form S-8 covering the Common Stock to be issued pursuant to
the 1999 Stock Incentive Plan.
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Very truly yours,
WARNER NORCROSS & JUDD LLP
By:/s/ Jeffrey A. Ott
Jeffrey A. Ott
A Partner |
