EXHIBIT 5

                  MILLER, CANFIELD, PADDOCK AND STONE, P.L.C.
                           150 WEST JEFFERSON AVENUE
                            DETROIT, MICHIGAN 48226

                                          December 14, 1999

La-Z-Boy Incorporated
1284 North Telegraph Road
Monroe, Michigan 48161

Gentlemen:

      This opinion relates to the registration statement on Form S-4 being
filed today (the "Registration Statement") by La-Z-Boy Incorporated, a Michigan
corporation ("La-Z-Boy"), with the Securities and Exchange Commission for the
purpose of registering under the Securities Act of 1933, as amended (the
"Act"), 10,323,861 shares of common stock, $1.00 par value ("Common Stock").
The Common Stock is to be issued pursuant to an Agreement and Plan of Merger
dated as of September 28, 1999 (the "Plan of Merger") among LADD Furniture,
Inc., a North Carolina corporation ("LADD"), La-Z-Boy, and LZB Acquisition
Corp., a Michigan corporation and a wholly owned subsidiary of La-Z-Boy ("LZB
Acquisition"). As your counsel, we have examined such certificates,
instruments, and documents and reviewed such questions of law as we have
considered necessary or appropriate for the purposes of this opinion, and on
the basis of such examination and review, we advise you that, in our opinion:

      1. The Common Stock has been validly authorized.

      2. When the Registration Statement has become effective and the Common
    Stock has been issued upon conversion of the outstanding LADD common
    stock in connection with the consummation of the merger of LZB
    Acquisition with and into LADD in accordance with the terms of the Plan
    of Merger, the Common Stock will be legally issued, fully paid, and
    nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Proxy Statement/Prospectus forming a part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Securities and Exchange Commission.

                                       Very truly yours,

                                          Miller, Canfield, Paddock and Stone,
                                          P.L.C.