EXHIBIT 5

                         Sommer & Barnard
                      Attorneys at Law * PC
                       4000 Bank One Tower
                       111 Monument Circle
                   Indianapolis, Indiana  46204


                          July 21, 1997

Board of Directors
Control Devices, Inc.
228 Northeast Road
Standish, Maine  04084

Ladies and Gentlemen:

     You have requested our opinion in connection with the Form S-8
Registration Statement which is being filed with the Securities and
Exchange Commission by Control Devices, Inc. ("CDI"), with respect
to the common shares, no par value, of CDI (the "Shares") to be
issued pursuant to the Control Devices, Inc. 1996 Stock
Compensation Plan (the "Plan").

     We have examined such records and documents, and have made
such investigations of law and fact as we have deemed necessary in
the circumstances.  Based on that examination and investigation, it
is our opinion that, when issued in accordance with the Plan and in
compliance with the Securities Act of 1933, as amended, and
applicable state Blue Sky laws, the Shares will have been duly
authorized, validly issued, fully paid and not subject to further
assessment.

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

                                   Sincerely,


                                   /s/ Sommer & Barnard, PC

                                   SOMMER & BARNARD, PC

S&B/pas