1
Exhibit (5)


November 7, 1995

Board of Directors
Sudbury, Inc.
30100 Chagrin Blvd., Suite 203
Cleveland, OH  44124

RE:      SUDBURY, INC. REGISTRATION STATEMENT ON FORM S-8

Gentlemen:

It is our understanding that Sudbury, Inc., a Delaware corporation (the
"Company"), intends to file with the Securities and Exchange Commission,
pursuant to the Securities Act of 1933, as amended, a Registration Statement on
Form S-8 ("Registration Statement"), which Registration Statement relates to
1,000,000 shares of Common Stock, par value $.01 per share, of the Company
("Common Stock"), to be issued pursuant to the Sudbury, Inc. 1995 Stock Option
Plan (the "Plan").

We have examined and relied on originals or copies, certified or otherwise
identified to our satisfaction as being true copies, of all such records of the
Company, all such agreements, certificates of officers of the Company and
others, and such other documents, certificates and corporate or other records
as we have deemed necessary as a basis for the opinion expressed in this
letter.

In our examination, we have assumed the genuiness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals and the conformity to authentic documents of all documents
submitted to us as certified or photostatic copies.  As to facts material to
the opinions expressed in this letter, we have relied on statements and
certificates of officers of the Company and of state authorities.

We have investigated such questions of law for the purpose of rendering the
opinion in this letter as we have deemed necessary.  We express no opinion
in this letter concerning any law other than the Delaware General
Corporation Law.

This opinion is being rendered to you as of November 7, 1995. The opinion
expressed herein assumes that there is no change in the facts, circumstances
and law in effect on the date of this opinion, particularly as they relate
to corporate authority and the Company's good standing under Delaware law.


   2
Board of Directors of
Sudbury, Inc.
Page 2
November 7, 1995


On the basis of the foregoing, we are of the opinion that the Common Stock,
when sold pursuant to the terms of the Plan, 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,



                                        BENESCH, FRIEDLANDER, 
                                         COPLAN & ARONOFF





A:\BENESCH.LTR