EXHIBIT 5

 

 

 

 

                                       April 24, 1995

 

 

 

 Standex International Corporation

 6 Manor Parkway

 Salem, New Hampshire   03079

 

 Gentlemen:

 

       I have prepared, a Registration Statement on From S-8 pursuant to the 

 Securities Act of 1933, as amended, (the "Registration Statement") to be 

 filed with the Securities and Exchange Commission relating to an aggregate of 

 400,000 shares of the Common Stock (the "Shares") of Standex International 

 Corporation, a Delaware corporation (the "Company"), issuable under the 1994 

 Stock Option Plan of the Company (the "Plan") which as approved by the 

 stockholders of the Company at the Annual Meeting of Stockholders held on 

 October 25, 1994.

 

       I am Senior Corporate Attorney and Assistant Secretary of the Company.  

 I am beneficial owner of 3,967 shares of Common Stock (including 

 approximately 1,234 shares in my account as of December 31, 1994 under the 

 Standex Employees' Stock Ownership Plan).  I have examined, the Certificate 

 of Incorporation, as amended, of the Company, the Registration Statement and 

 such other documents as I have deemed material for the purposes of this 

 opinion.

 

       Based on the foregoing, it is my opinion that:

 

       1.   The Company is a corporation duly organized and validly existing 

            under the laws of the State of Delaware; and 

 

       2.   The Shares are duly authorized for issuance and, when issued and 

            paid for in accordance with the terms of the Plan, will have been 

            legally issued and will be fully paid and non-assessable.

 

 

 

 

       The foregoing assumes that all necessary steps will have been taken to 

 comply with the requirements of the Securities Act of 1933, as amended, 

 applicable requirements of state law regulating the sale of securities and 

 applicable requirements of the New York Stock Exchange.

 

       I hereby consent to the use of my name in the Registration Statement 

 and under the caption "Legal Opinion" in the Prospectus which is incorporated 

 in the Registration Statement, and to the fling of this Opinion with the 

 Securities and Exchange Commission as an exhibit to the Registration 

 Statement.

 

                                       Sincerely,

 





 

                                       /s/  Deborah A. Rosen

 

                                       Deborah A. Rosen

                                       Senior Corporate Attorney

 

 DAR/dpr