OLSHAN GRUNDMAN FROME & ROSENZWEIG
505 Park Avenue
New York, New York 10019
(212) 753-7200
February 12, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: The Lehigh Group Inc.
Registration Statement on Form S-4
FILE NO. 333-11955
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-4 dated the
date hereof (the "Registration Statement"), filed with the Securities and
Exchange Commission by The Lehigh Group Inc. a Delaware corporation (the
"Company"). The Registration Statement relates to the issuance of 10,339,250
shares of Common Stock, and 951,211 shares of Preferred Stock (which are
convertible into 237,802,750 shares of Common Stock), of the Company
(collectively, the "Shares") that are issuable by the Company upon the Effective
Time of the Merger of a subsidiary of the Company and First Medical Group Inc.
We advise you that we have examined originals or copies certified or
otherwise identified to our satisfaction of the Certificate of Incorporation and
By-laws of the Company, minutes of meetings of the Board of Directors and
shareholders of the Company and such other documents, instruments and
certificates of officers and representatives of the Company and public
officials, and we have made such examination of law, as we have deemed
appropriate as the basis for the opinion hereinafter expressed. In making such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, and the conformity to original
Securities and Exchange Commission
February 12, 1997
Page 2
documents of documents submitted to us as certified or photostatic copies.
Based upon the foregoing, we are of the opinion that at the Effective
Time of the Merger the Shares will be duly and validly issued, fully paid and
non-assessable.
We are also of the opinion that the disclosure regarding the tax
consequences of the Merger made under the caption "Certain Federal Income Tax
Consequences" in the prospectus constituting a part of the Registration
Statement, is accurate in all material respects.
Capitalized terms not otherwise defined shall have the meanings
ascribed to them in the Registration Statement.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus constituting a part of the Registration
Statement.
We are members of the Bar of the State of New York and, except as
stated below, we express no opinion as to the laws of any jurisdiction other
than the State of New York, the corporate law of the State of Delaware, and the
federal laws of the United States of America.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP
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OLSHAN GRUNDMAN FROME & ROSENZWEIG LLP