January 15, 1996




Zemex Corporation
Canada Trust Tower
BCE Place, 161 Bay Street
Suite 3750
Toronto, Ontario  M5J 2S1
CANADA

Ladies and Gentlemen:

	We have acted as counsel to Zemex Corporation, a Delaware corporation 
	(the "Company"), in connection with the proposed registration of 
	100,000 shares of the Company's Capital Stock, $1.00 par value (the 
	"Common Stock"), as described in a registration statement on Form S-8 
	relating to the Common Stock to be issued under the Company's 1995 
	Stock Option Plan (the "Plan") which registration statement is to be 
	filed with the Securities and Exchange Commission.

	We have, as counsel, examined such corporate records, certificates and 
	other documents and reviewed such questions of law as we have deemed 
	necessary, relevant or appropriate to enable us to render the opinions 
	listed below.  In rendering such opinions, we have assumed the 
	genuineness of all signatures and the authenticity of all documents 
	examined by us.  As to various questions of fact material to such 
	opinions, we have relied upon representations of the Company.

	Based upon such examination and representations, we advise you that, 
	in our opinion:

	A.      The shares of Common Stock to be issued under the Plan which 
		are to be registered pursuant to the Registration Statement 
		have been duly and validly authorized by the Company.

	B.      The shares of Common Stock to be issued under the Plan which 
		are to be registered pursuant to the Registration Statement, 
		when issued and delivered in accordance with the Plan, will 
		be validly issued, fully paid and non-assessable.

	We consent to the filing of this opinion as Exhibit 5 to the 
	Registration Statement.

				       Sincerely,



				       Davis, Graham & Stubbs, L.L.C.