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                                                        Exhibit 5

                                December 29, 1995


Bearings, Inc.
3600 Euclid Avenue
Cleveland, Ohio 44115

        Re:    Registration Statement on Form S-8
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Gentlemen:

        Reference is made to your Registration Statement on Forms S-8 filed
with the Securities and Exchange Commission on December 29, 1995 with respect
to 100,000 shares of common stock, without par value ("Common Stock"), of
Bearings, Inc. to be offered pursuant to Bearings, Inc. Supplemental Defined
Contribution Plan (the "Plan"). We are familiar with the Plan, and we have
examined such documents and certificates and considered such matters of law as
we deemed necessary for the purpose of this opinion.

        Based upon the foregoing, we are of the opinions that the Common Stock
and interests offered pursuant to the Plan, when issued in accordance with the
provisions of the Plans, will be validly issued, fully paid and nonassessable.

        We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements.


                                        Respectfully submitted,


                                        /s/ Squire, Sanders & Dempsey