Exhibit 5 OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP PARK AVENUE TOWER, 65 EAST 55TH STREET NEW YORK, NEW YORK 10022 (212) 451-2300 FACSIMILE (212) 451-2222 www.olshanlaw.com NEW JERSEY OFFICE 2001 ROUTE 46, SUITE 202 PARSIPPANY, NEW JERSEY 07054 (973) 335-7400 FACSIMILE (973) 335-8018 December 28, 2004 Lynch Corporation 140 Greenwich Avenue, 4th Floor Greenwich, Connecticut 06830 Re: Lynch Corporation Gentlemen: We have acted as counsel to Lynch Corporation, an Indiana corporation (the "Company"), in connection with its registration statement on Form S-3 (the "Registration Statement") being filed with the Securities and Exchange Commission under the Securities Act of 1933 (the "Act") for the registration for resale by the selling shareholder listed therein (the "Selling Shareholder") of 136,643 shares of the Company's common stock ("Common Stock") par value $.01 per share (the "Shares"). In connection with the foregoing, we have examined originals or copies, satisfactory to us, of (i) the Company's Articles of Incorporation and By-laws, each as amended to date, and (ii) resolutions adopted by the Company's Board of Directors authorizing the issuance of the Common Stock and the Shares. We have also reviewed such other matters of laws and examined and relied upon all such corporate documents, certificates, agreements, instruments and records, as we have deemed necessary for the purpose of expressing an opinion as set forth below. In our examinations we have assumed the genuineness of all signatures, the authenticity of all documents and instruments submitted to us as originals or copies, and the conformity of any copies to the originals. Based upon and subject to the foregoing, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to our firm under the caption "Legal Matters" in the Prospectus. Very truly yours, /s/ Olshan Grundman Frome Rosenzweig &Wolosky LLP -------------------------------------------------- Olshan Grundman Frome Rosenzweig & Wolosky LLP
The LGL Group, Inc. (LGL) S-3Shelf registration
Filed: 28 Dec 04, 12:00am