EXHIBIT 5

 





                Opinion of Janney Montgomery Scott Inc. dated 
                November  10, 1998.*

 
                                                                        ANNEX I
             [LETTERHEAD OF JANNEY MONTGOMERY SCOTT APPEARS HERE]

                                                              November 10, 1998
 
Board of Directors
Steel of West Virginia, Inc.
17th Street and 2nd Avenue
Huntington, WV 25703
 
Dear Members of the Board:
 
  You have requested our opinion with respect to the fairness, from a
financial point of view, to the stockholders of Steel of West Virginia, Inc.
(the "Company") of the consideration to be received by such stockholders
pursuant to the Agreement and Plan Of Merger (the "Agreement") dated November
10, 1998 by and among Roanoke Electric Steel Corporation, SWVA Acquisition,
Inc. (together, "Roanoke"), and the Company.
 
  Under the terms of the Agreement, Roanoke will commence a tender offer to
purchase all of the issued and outstanding common stock of the Company for
$10.75 per share, in cash (the "Tender Offer"), and after acceptance for
payment of all shares tendered and not withdrawn in the Tender Offer, the
Company would be merged with and into SWVA Acquisition, Inc. (the "Merger"
and, together with the Tender Offer, the "Transaction") and the holders of all
issued and outstanding shares of common stock not purchased pursuant to the
Tender Offer, other than Roanoke or its affiliates, would be entitled to
receive in the Merger $10.75 per share, in cash, or such greater amount as may
be paid in the Tender Offer. The terms and conditions of the Merger are more
fully set forth in the Agreement.
 
  In arriving at our opinion, we undertook the following activities:
 
    1. Analyzed and reviewed the terms and conditions of the Agreement;
 
    2. Investigated the business, financial condition, results of operations
  and prospects of the Company;
 
    3. Investigated the financial terms of certain business combinations that
  we deemed relevant;
 
    4. Reviewed selected financial and stock market data for certain other
       publicly traded companies that we deemed relevant;
 
    5. Reviewed the recent trading history of the Company's common stock; and
 
    6. Performed such other financial studies and analyses as we deemed
  necessary.
 
  In addition, we held discussions with the management of the Company
regarding the Company's business, operating results, financial condition and
prospects.
 
  In connection with our review, we have relied upon the accuracy and
completeness of all information provided to us by the Company and its
representatives, and we have not attempted to independently verify any such
information. We have also relied upon the assessment of the management of the
Company regarding the Company's business and prospects, and also assumed that
the budgets and financial projections of the Company were reasonably prepared
by management on bases reflecting the best currently available estimates and
good faith judgments of the future financial performance of the Company. We
have not made an independent
 
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evaluation or appraisal of the Company's assets and liabilities. Our opinion
is necessarily based on financial, market, economic and other conditions as
they exist and can be evaluated as of the date of this letter.
 
  Janney Montgomery Scott Inc. ("Janney") is acting as the financial advisor
to the Company in connection with the Transaction and will receive customary
fees in connection with, and upon the completion of, the Transaction. In
addition, the Company has agreed to indemnify Janney against certain
liabilities arising out of the rendering of this opinion. Janney is a
nationally recognized investment banking firm and, as part of its investment
banking activities, is regularly engaged in the valuation of businesses and
securities in connection with mergers and acquisitions, negotiated
underwritings, secondary distributions of securities, private placements and
valuations for corporate and other purposes. From time to time, Janney has
provided financial advisory services to the Company for customary fees, and
Daniel N. Pickens, a First Vice President of Janney, is a member of the
Company's Board of Directors.
 
  It is understood that this letter is for the information of the Board of
Directors of the Company in evaluating the Transaction and does not constitute
a recommendation to any stockholder of the Company as to whether such
stockholder should tender their shares in the Tender Offer or as to how such
stockholder should vote their shares in the Merger. This opinion may not be
used for any other purpose, and may not be quoted or referred to, in whole or
in part, without our prior written consent, except that this opinion may be
included in its entirety in any filing with the Securities and Exchange
Commission in connection with the Transaction.
 
  Based upon the foregoing, we are of the opinion, as of the date hereof, that
the consideration to be paid to the stockholders of the Company pursuant to
the Agreement is fair to the stockholders of the Company from a financial
point of view.
 
                                          Very truly yours,
 
                                          /s/ Janney Montgomery Scott Inc.
 
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