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EXHIBIT 5.1
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ARTER & HADDEN LLP
925 Euclid Avenue
1100 Huntington Building
Cleveland, Ohio 44115
September 23, 1999
Roberds, Inc.
1100 East Central Avenue
Dayton, Ohio 45449-1888
Gentlemen:
As special securities counsel for Roberds, Inc., an Ohio corporation
("Company"), we are familiar with the Registration Statement on Form S-8,
referred to herein as the "Registration Statement," to be filed on or about
September 23, 1999 by the Company with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933, as amended, with respect to
1,700,000 of the Company's Common Shares, without par value ("Shares") issuable
pursuant to the Roberds, Inc. Amended 1993 Stock Incentive Plan ("Plan").
In connection with the foregoing, we have examined (a) the Amended
Articles of Incorporation and the Code of Regulations of the Company, each as
amended to date, (b) the Plan, and (c) such records of the corporate proceedings
of the Company and such other documents as we deemed necessary to render this
opinion.
Based upon such examination, we are of the opinion that the Shares have
been duly authorized and when issued and delivered upon receipt of the
consideration provided for under the Plan and in the manner contemplated by the
Plan will be validly issued, fully paid, and nonassessable.
We hereby bring to your attention that our legal opinions are an
expression of professional judgment and not a guarantee of a result. This
opinion is rendered as of the date hereof, and we undertake no, and hereby
disclaim any, obligation to advise you of any changes or new developments that
might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Arter & Hadden LLP
ARTER & HADDEN LLP
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