Carl E. Edwards, Jr., Esq.
Executive Vice President, General Counsel and Secretary
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080
December 18, 2000
Lennox International Inc.
2140 Lake Park Blvd.
Richardson, Texas 75080
Ladies and Gentlemen:
As set forth in the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Lennox International Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), relating to the
offering of up to 2,938,135 additional shares (the "Shares") of the common
stock, par value $0.01 per share ("Common Stock"), of the Company, pursuant to
the 1998 Incentive Plan of Lennox International Inc. (the "Plan"), certain legal
matters in connection with the Shares are being passed upon for the Company by
me. At the Company's request, this opinion is being furnished to the Company for
filing as Exhibit 5 to the Registration Statement.
In my capacity as counsel to the Company in the connection referenced
above, I have examined the Company's Restated Certificate of Incorporation and
Amended and Restated Bylaws, each as amended to date, and the Plan, and have
examined the originals, or copies certified or otherwise identified, of
corporate records of the Company, including minute books of the Company,
certificates of public officials and of representatives of the Company, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed.
I have assumed that all signatures on all documents examined by me are
genuine, that all documents submitted to me as originals are authentic, that all
documents submitted to me as copies are true and correct copies of the originals
thereof and that all information submitted to me was accurate and complete.
Based upon my examination as aforesaid, and subject to the assumptions,
qualifications, limitations and exceptions herein set forth, I am of the opinion
that:
1. The Company is a corporation duly incorporated and validly existing in
good standing under the laws of the State of Delaware.
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2. When issued and sold from time to time in accordance with the provisions
of the Plan (and any applicable agreements pertaining to awards granted or to be
granted under the Plan) pursuant to awards granted by, and for consideration
fixed by, the Committee of the Board of Directors of the Company charged with
administering the Plan, the Shares will be duly authorized by all necessary
corporate action on the part of the Company, validly issued, fully paid and
nonassessable.
The opinions set forth above are limited to the General Corporation Law of
the State of Delaware, and no opinion is expressed herein as to matters governed
by the law of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Carl E. Edwards, Jr.
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Carl E. Edwards, Jr.
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