Exhibit (5)(a)     
          [MILLER, CANFIELD, PADDOCK AND STONE, P.L.C. LETTERHEAD]  


August 22, 1997

La-Z-Boy Incorporated
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 Incorporated, a Michigan corporation (the "Company"), 
for the purpose of registering under the Securities Act of 1933, as amended, 
250,000 shares of the common stock, $1.00 par value, of the Company (the 
"Registered Shares") that may be acquired under and pursuant to the La-Z-Boy 
Incorporated 1997 Restricted Share Plan (the "Plan") by Plan participants,
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 the 
Registered Shares have been sold in accordance with the Plan and paid for, 
said Registered Shares will be validly issued, fully paid, and nonassess-
able.

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



                   Very truly yours,

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