Exhibit 5(a) and 23(b) INTERFACE, INC. 2859 Paces Ferry Road Suite 2000 Atlanta, Georgia 30339 August 26, 1996 Securities and Exchange Commission Judiciary Plaza 450 Fifth Street Washington, D.C. Re: Form S-8 Registration Statement -- Interface, Inc. Key Employee Stock Option Plan (1993) Gentlemen: I have acted as counsel for Interface, Inc., a Georgia corporation (the "Company"), in my capacity as Vice President, General Counsel and Secretary of the Company, in the preparation of the referenced Form S-8 Registration Statement relating to the Company's Key Employee Stock Option Plan (1993) (the "Plan") and the proposed offer and sale of up to 450,000 shares of the Company's Class A or Class B common stock, $.10 par value (the "Common Stock") pursuant thereto, which were authorized for issuance pursuant to Amendment No. 2 to the Plan dated February 27, 1996 ("Amendment No. 2"). In connection with the preparation of said Registration Statement, I have examined certificates of public officials and originals or copies of such corporate records, documents and other instruments relating to the authorization of the Plan and the authorization and issuance of the shares of Common Stock as I have deemed relevant under the circumstances. On the basis of the foregoing, it is my opinion that: The Company was duly organized and incorporated and is validly existing under the laws of the State of Georgia, with an authorized capitalization consisting of 80,000,000 shares of Common Stock (Class A and Class B shares), par value $.10 per share, and 5,000,000 shares of Preferred Stock, par value $1.00 per share. The Plan and the proposed offer and sale thereunder of up to 450,000 shares of Common Stock authorized pursuant to Amendment No. 2 have been duly authorized by the Board of Directors of the Company, and the shares, when issued in accordance with the terms and conditions of the Plan, will be validly issued, fully-paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to said Registration Statement. Sincerely, /s/ Raymond S. Willoch Raymond S. Willoch, Vice President, Secretary and General Counsel