Exhibit (5)
LAW OFFICES OF
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
A PROFESSIONAL LIMITED LIABILITY COMPANY
150 WEST JEFFERSON, SUITE 2500
DETROIT, MICHIGAN 48226
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TELEPHONE (313) 963-6420
TWX 810-221-5007 MILLCNFLD DET
FAX (313) 496-7500
SIDNEY T. MILLER (1864-1940) ANN ARBOR, MICHIGAN
GEORGE L. CANFIELD (1866-1928) BLOOMFIELD HILLS, MICHIGAN
LEWIS H. PADDOCK (1866-1935) DETROIT, MICHIGAN
FERRIS D. STONE (1882-1945) GRAND RAPIDS, MICHIGAN
KALAMAZOO, MICHIGAN
LANSING, MICHIGAN
MONROE, MICHIGAN
WASHINGTON, D.C.
AFFILIATED OFFICES:
PENSACOLA, FLORIDA
ST. PETERSBURG, FLORIDA
GDANSK, POLAND
WARSAW, POLAND
May 25, 1995
Prab, Inc.
5944 East Kilgore Road
P.O. Box 2121
Kalamazoo, Michigan 49003
Gentlemen:
With respect to the registration statement on Form S-8 (the
"Registration Statement") being filed today with the Securities and Exchange
Commission by Prab, Inc., a Michigan corporation (the "Company"), for the
purpose of registering under the Securities Act of 1933, as amended, 52,500
shares of the common stock, $.10 par value, of the Company (the "Registered
Shares") that may be acquired under and pursuant to the 1982 Prab Robots, Inc.
Incentive Stock Option Plan (the "Plan") by Plan participants, we, as your
counsel, have examined such certificates, instruments, and documents and have
reviewed such questions of law as we have considered necessary or appropriate
for the purposes of this opinion, and, on the basis of such examination and
review, we advise you that, in our opinion:
1. The Registered Shares have been validly authorized.
2. When the Registration Statement has become effective and any newly
issued Registered Shares have been sold in accordance with the Plan and paid
for, said newly issued Registered Shares will be validly issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
/s/ MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.