Exhibit (5)(a)

     [MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]

                                    May 2, 1996

La-Z-Boy Chair Company
1284 N. Telegraph Road
Monroe, MI  48162

Gentlemen:

	With respect to the registration statement on Form S-8
(the "Registration Statement") being filed today with the
Securities and Exchange Commission by La-Z-Boy Chair Company,
a Michigan corporation (the "Company"), for the purpose of
registering under the Securities Act of 1933, as amended, an
indeterminate amount of interests in the La-Z-Boy Chair
Company Matched Retirement Savings Plan (the "Plan") and
1,500,000 shares of the common stock, $1.00 par value, of the
Company (the "Registered Shares") that may be acquired under
and pursuant to the Plan by Plan participants (which
Registered Shares may consist of shares already issued and
held in the treasury of the Company, or newly issued shares),
we, as your counsel, have examined such certificates,
instruments, and documents and have reviewed such questions of
law as we have considered necessary or appropriate for the
purposes of this opinion, and, on the basis of such
examination and review, we advise you that, in our opinion:  

     1.    The Registered Shares have been legally authorized.

     2.    When the Registration Statement has become
effective and any newly issued Registered Shares have been
sold in accordance with the Plan and paid for, said newly
issued Registered Shares will be validly issued, fully paid,
and nonassessable.

     3.    The provisions of the document entitled April 1996
Amendment to the La-Z-Boy Chair Company Matched Retirement
Savings Plan, dated April 24, 1996, comply with the
requirements of the Employee Retirement Income Security Act of
1974, as amended.

     In giving this consent, we do not thereby admit that we
are within the category of persons whose consent is required
under Section 7 of the Act or the rules and regulations of the
Commission.

     We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.  

                   Very truly yours,

                   MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.