Exhibit 5
[GRAPHIC OMITTED]
A.O. SMITH CORPORATION
WORLD HEADQUARTERS
LAW DEPARTMENT
MAILING ADDRESS: P.O. BOX 245009, MILWAUKEE, WI 53224-9509
STREET ADDRESS: 11270 WEST PARK PLACE, MILWAUKEE, WI 53224
Writer's Direct Dial Number: (414) 359-4137
Facsimile Number: (414) 359-4143
E-Mail Address: dromoser@aosmith.com
December 6, 1999
A.O. Smith Corporation
11270 West Park Place
Milwaukee, WI 53224
Gentlemen:
I have acted as counsel for A. O. Smith Corporation (the "Company") in
connection with the preparation of a Registration Statement on Form S-8
("Registration Statement") to be filed by you with the Securities and Exchange
Commission under the Securities Act of 1933, as amended ("Securities Act"),
relating to 1,500,000 shares of Common Stock, $1 par value per share ("Common
Stock") of the Company which may be issued pursuant to the A. O. Smith
Corporation Long-Term Executive Incentive Compensation Plan (the "Plan").
In this connection, I have examined (a) signed copies of the Registration
Statement; (b) the Restated Certificate of Incorporation and By-Laws, as amended
to date, of the Company; (c) copies of resolutions of the Board of Directors and
stockholders of the Company relating to the Plan; (d) the Form of Incentive
Stock Option Agreement; (e) the Form of Nonstatutory Stock Option Agreement; and
(f) such other proceedings, documents and records as I have deemed necessary for
purposes of giving this opinion. In addition, I have made such investigations
and have reviewed such other documents as I have deemed necessary or appropriate
under the circumstances. With respect to all of the foregoing documents, I have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to me as originals and the conformity to originals of all documents
submitted to me as certified or reproduced copies.
Based upon the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
A. O. Smith Corporation
December 6, 1999
Page 2
2. The Common Stock shares have been duly authorized and, when issued by
the Company pursuant to the terms and conditions of the Plan, and as
contemplated in the Registration Statement, will be validly issued, fully
paid and nonassessable. Under the laws of Delaware, stockholders of the
Company have no personal liability for the debts or obligations of the
Company as a result of their status as stockholders of the Company except
that under a decision of the Wisconsin Supreme Court that applies such
statute to corporations such as the Company, which are licensed to do
business in Wisconsin, the holders of Common Stock are personally liable
for the unpaid wage claims of the Company's employees, not to exceed six
month's service in any one case, as provided in Section 180.0622(2)(b) of
the Wisconsin Statutes and as such action may be interpreted by a court of
law. (See Local 257 of Hotel and Restaurant Employees and Bartenders
International Union v. Wilson Street East Dinner Playhouse, Inc., Case No.
82-CV-0023, Cir. Ct. Branch 1, Dane County, Wisconsin, aff'd. 126 Wis. 2d
284, 375 N.W.2d 664 (1985).)
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am an
expert within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of said Act.
Very truly yours,
A. O. SMITH CORPORATION
/s/W. David Romoser
W. David Romoser
Vice President, General Counsel
and Secretary
WDR/dmp