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                                                                   EXHIBIT 5.1


          OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL

                      [LETTERHEAD OF FULLER & HENRY P.L.L.]





                                  June 16, 1998

Centrum Industries, Inc.
6135 Trust Drive, Suite 104A
Holland, Ohio  43528

                  Re:      Registration Statement on Form S-8:
                           Individual Stock Option Agreements with
                           Directors and Employees

Ladies and Gentlemen:

                  We have acted as special counsel to Centrum Industries, Inc.
(the "Company") in connection with the registration with the Securities and
Exchange Commission of Form S-8 (the "Registration Statement") relating to
434,100 shares of the Company's Common Stock, $.05 par value (the "Shares"). The
Shares are issuable upon exercise of options granted pursuant to individual
option agreements with the individuals named in the Registration Statement
(collectively, the "Agreements"). For purposes of this opinion letter, our
examination has been limited to a review of originals (or copies identified to
our satisfaction as true copies of originals) of the following documents:

                  1.  the Certificate of Incorporation, as amended, of the
                      Company certified as of a recent date by the Secretary of
                      State of Delaware, and a certificate of such Secretary as
                      of a recent date as to the good standing of the Company in
                      the State of Delaware;

                  2.  the Bylaws, as amended, of the Company, certified by the
                      Secretary of the Company;

                  3.  the corporate records of the Company relating to the
                      approval of the options granted pursuant to the
                      Agreements;

                  4.  a form of Agreements; and

                  5.  the Registration Statement.

                  In rendering the opinion set forth below, we have assumed
without any investigation (1) the legal capacity of each natural person
executing an Agreement and (2) the genuineness of each signature, the
completeness of each document submitted to us as an original and the conformity
with the original of each document submitted to us as a copy.


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Centrum Industries                      2                         June 16, 1998



                  We are opining herein as to the effect on the transactions
contemplated by the Agreements of the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the applicability thereto,
or the effect thereon, of any other laws.

                  Based on and subject to the foregoing, it is our opinion that
the Shares have been duly authorized and, when issued and delivered against
receipt of the consideration therefore in accordance with the terms and
conditions of the applicable Agreement, will be validly issued, fully paid and
nonassessable.

                  This opinion is limited to matters set forth herein and no
opinion is intended or may be inferred beyond those expressly stated herein.

                  We consent to the use of this opinion in the Registration
Statement and to the reference to our firm under the heading "Interests of Named
Experts and Counsel" in the Registration Statement.

                                                Very truly yours,

                                                /S/ FULLER & HENRY P.L.L.

                                                FULLER & HENRY P.L.L.