EXHIBIT 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
_________, 1998
DESA International, Inc.
2701 Industrial Drive
Bowling Green, KY 42102
Re: Registration Statement on Form S-4
$130,000,000 of Senior Subordinated Notes due 2007
Ladies and Gentlemen:
The following opinion is furnished to you in connection with the
registration pursuant to a registration statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
by DESA International, Inc., a Delaware corporation (the "Company"), of
$130,000,000 of Senior Subordinated Notes due 2007 (the "New Notes"), which New
Notes will initially be guaranteed (the "Guarantees") by DESA Holdings
Corporation, a Delaware corporation and the parent of the Company ("Holdings")
and issued under an indenture relating to the New Notes (the "Indenture") by and
among the Company, Holdings and Marine Midland Bank, as Trustee (the "Trustee").
The New Notes will be offered in exchange for a like principal amount of the
Company's 97/8% Senior Subordinated Notes due 2007 (the "Old Notes") pursuant to
that certain Registration Rights Agreement, dated as of November 26, 1997, by
and among the Company, Holdings, NationsBanc Montgomery Securities, Inc. and UBS
Securities LLC (the "Registration Rights Agreement"). The Registration Rights
Agreement was executed in connection with the private placement of the Old
Notes.
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement, and we have examined originals or
copies, certified or otherwise identified to our satisfaction, of corporate
records, certificates and statements of officers and accountants of the Company,
of public officials, and such other documents as we have considered necessary in
order to furnish the opinion hereinafter set forth. We are members of the bar of
the Commonwealth of Massachusetts. Accordingly, we do not purport to be experts
on or generally familiar with, and except as to the General Corporation Law of
the State of Delaware, we express no opinion with respect to the laws of any
state other than The Commonwealth of Massachusetts.
Based on and subject to the foregoing, we are of the opinion that: (i)
the New Notes have been duly authorized by the Company and, when issued in
exchange for the Old Notes pursuant to the terms of the Indenture and the
exchange offer described in the Registration Statement, will be validly issued
and will constitute legal and binding obligations of the Company; and (ii) the
Guarantees have been duly authorized by Holdings and, when issued along with the
New Notes in accordance with the terms of the Indenture, will be validly issued
and will constitute the legal and binding obligations of Holdings, subject in
each case to the effect of (a) bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors and the obligations of debtors generally and (b) the
application of general principles of equity (regardless of whether enforcement
is considered in proceedings at law or in equity).
DESA International, Inc.
__________, 1998
Page 2
We express no opinion as to the applicability (and, if applicable, the
effect) of Section 548 of the United States Bankruptcy Code or any comparable
provision of state law to the conclusions expressed above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm made therein under the
caption "Legal Matters." In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Securities and Exchange
Commission promulgated thereunder.
Very truly yours,
[When in final form to
be signed by
SULLIVAN & WORCESTER LLP]