EXHIBIT 5
[LETTERHEAD OF SAUL, EWING, REMICK & SAUL]
January 24, 1997
Pico Products, Inc.
12500 Foothill Boulevard
Lakeview Terrace, CA 91342
Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") of Pico Products, Inc. a New York corporation (the "Company"), to be
filed with the Securities and Exchange Commission covering the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of 195,000
shares of common stock, par value $.01 per share, of the Company (the "Shares").
We have examined the Registration Statement, the Certificate of
Incorporation and By-laws of the Company and such records, certificates and
other documents as we have considered necessary or appropriate for the purposes
of this Opinion.
Based on the foregoing, it is our opinion that:
1. the Company is duly organized, validly existing and in good standing
under the laws of the State of New York; and
2. the Shares to be issued in accordance with the terms described in
the Registration Statement have been duly authorized and, when issued in
accordance with the terms described in the Registration Statement, will be
validly issued, fully paid and non-assessable.
We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Shares for the Company and as
having prepared this Opinion as an exhibit to the Registration Statement. In
giving the foregoing consent, we do not thereby admit that we are in 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
thereunder.
Very truly yours,
/s/ Saul, Ewing, Remick & Saul
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SAUL, EWING, REMICK & SAUL