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Exhibit 5
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CALFEE, HALTER & GRISWOLD
Columbus Office: Attorneys at Law Cleveland
Suite 1500 Suite 1800 Telecopier (216) 241-0816
88 East Broad Street 800 Superior Avenue
Columbus, Ohio 43215-3506 (216) 622-8200
(614) 621-1500
Telecopier (614) 621-0010
March 6, 1995
Invacare Corporation
899 Cleveland Street
P.O. Box 4028
Elyria, Ohio 44036
In connection with the filing by Invacare Corporation, an Ohio
corporation (the "Company"), with the Securities and Exchange Commission under
the provisions of the Securities Act of 1933, as amended, of a Registration
Statement on Form S-3 with respect to 578,650 Common Shares, without par value,
of the Company (the "Shares"), to be sold by the selling shareholders named in
the Registration Statement (the "Selling Shareholders"), we have examined the
following: (i) the Amended Articles of Incorporation and Code of Regulations
of the Company, as the same are currently in effect; (ii) the form of
Registration Statement on Form S-3 (including Exhibits thereto) to be filed
with the Securities and Exchange Commission; and (iii) such other documents as
we deemed it necessary to examine as a basis for the opinions hereinafter
expressed.
Based upon the foregoing, we are of the opinion that:
(i) The Company is incorporated and validly existing
under the laws of the State of Ohio.
(ii) The Shares to be sold by the Selling Shareholders in
the manner contemplated by the Registration Statement have been duly authorized
and legally issued, and are fully paid and nonassessable.
We are attorneys licensed to practice law in the State of
Ohio. The opinions expressed herein are limited solely to the laws of the
State of Ohio and we express no opinion under the laws of any other
jurisdiction.
This opinion is delivered to you solely in connection with the
filing of the Registration Statement with respect to the Shares, and this
letter and the opinions stated herein may not be relied upon for any other
purpose or by any person other than the Directors and officers of the Company.
We consent to the filing of this opinion with the Registration
Statement and to the use of our name therein under the caption "Validity of
Shares."
Respectfully submitted,
/s/ CALFEE, HALTER & GRISWOLD
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CALFEE, HALTER & GRISWOLD
373/12873ABD.400