Exhibit 5


                         April 28, 1994





Bearings, Inc.
3600 Euclid Avenue 
Cleveland, Ohio  44115

          Re:  Registration Statement on Form S-8

Gentlemen:

          Reference is made to your Registration Statement on
Form S-8 filed with the Securities and Exchange Commission with
respect to 200,000 shares of common stock, without par value
("Common Stock"), of Bearings, Inc. to be offered pursuant to
Bearings, Inc. Deferred Compensation Plan (the "Plan").  We are
familiar with the Plan, and we have examined such documents and
certificates and considered such matters of law as we deemed
necessary for the purpose of this opinion.

          Based upon the foregoing, we are of the opinion that
the Common Stock to be offered pursuant to the Plan, when issued
in accordance with the provisions of the Plan, will be validly
issued, fully paid and nonassessable.

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

                                     Respectfully submitted,


                                     Squire, Sanders & Dempsey