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                                   EXHIBIT 5
                           Opinion Regarding Legality


                         [SPENDER & ROBB LETTERHEAD]


                                   May 14, 1997



Trans-Industries, Inc.
2637 Adams Road
Rochester Hills, MI 48309

Gentlemen:

     As special counsel to Trans-Industries, Inc. (the "Company"), we have
reviewed the Company's Registration Statement on Form S-8, to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, relating
to 200,000 shares of the Company's common stock, $ .10 par value (the
"Shares"), to be issued pursuant to the Company's 1996 Stock Option Plan (the
"Plan").

     In this connection, we have examined such documents, certifications, and
corporate records as we deemed appropriate for the purpose of rendering this
opinion.

     Based upon the foregoing, it is our opinion that the shares to be issued
to holders of options granted under the Plan will, when sold and paid for
pursuant to the terms of the Plan, be legally issued, fully paid and
non-assessable.

     We consent to the use of this opinion as our exhibit to the Registration
Statement.

                                        Very truly yours,

                                        SPENDER & ROBB, P.C.




                                        Steven F. Spender

SFS/peb


                                       


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