Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215
Telephone: (614) 227-2000
Fax: (614) 227-2100
April 7, 2006
PECO II, Inc.
1376 State Route 598
Galion, Ohio 44833
| Re: | Registration Statement on Form S-8 |
PECO II, Inc.
Amended 2000 Performance Plan (the “Plan”)
Gentlemen:
We have acted as counsel for PECO II, Inc., an Ohio corporation (“PECO”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”), filed by PECO with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of an additional 2,500,000 of PECO’s common shares without par value (the “Shares”), to be issued under the Plan.
In connection with this opinion, we have examined such corporate records, documents and other instruments of PECO as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours, |
/s/ Porter, Wright, Morris & Arthur LLP |
PORTER, WRIGHT, MORRIS & ARTHUR LLP |
