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[DIAL LOGO]
EXHIBIT 5
[LETTERHEAD]
September 25, 2000
The Dial Corporation
15501 North Dial Boulevard
Scottsdale, Arizona 85260-1619
RE: Registration Statement on Form S-8 for
The Dial Corporation Capital Accumulation Plan (the "Plan")
Ladies and Gentlemen:
This opinion is delivered in connection with the registration by The Dial
Corporation, a Delaware corporation (the "Company"), on Form S-8 (the
"Registration Statement"), under the Securities Act of 1933 (the "Act"), as
amended, of 1,500,000 shares of the Common Stock of the Company, par value $.01
per share (the "Common Stock"), together with the associated preferred stock
purchase rights (the "Rights"), issuable pursuant to the Plan.
In arriving at this opinion, I have examined such corporate instruments,
documents, statements and records of the Company, and I have examined such
statutes and regulations and have conducted such legal analysis, as I have
deemed relevant, necessary and appropriate for the purposes of this opinion. I
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all the documents submitted to me as certified or photostatic copies, and the
authenticity of the originals of such latter documents. I also have assumed that
any future changes to the terms and conditions of the Plan will be duly
authorized by the Company and will comply with all applicable laws.
Based on the foregoing, I am of the opinion that the 1,500,000 shares of Common
Stock to be issued pursuant to the Registration Statement, together with the
associated Rights, have been duly authorized and, when issued and delivered by
the Company in accordance with the terms and conditions of the Plan, will be
legally issued, fully paid and nonassessable securities of the Company.
I hereby consent to the reference to my name in the Registration Statement and
further consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, I do not hereby admit that I am
in 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.
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The opinion expressed herein is solely for your benefit in connection with the
Registration Statement and may not be relied on in any manner or for any purpose
by any other person or entity and may not be quoted in whole or in part without
my prior written consent.
Very truly yours,
/s/ Christopher J. Littlefield
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Christopher J. Littlefield
Senior Vice President,
General Counsel and Secretary
