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Exhibit 5
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215
Telephone: (614)227-2000
Fax: (614)227-2100
August 15, 2000
Acorn Products, Inc.
390 Dublin Avenue
Columbus, Ohio 43215
Re: Registration Statement on Form S-8
Acorn Products, Inc. Second Amended and Restated 1997
Non-Employee Director Stock Option Plan (the "Plan")
Gentlemen:
We have acted as counsel for Acorn Products, Inc., a Delaware
corporation ("Acorn"), in connection with the Registration Statement on Form S-8
(the "Registration Statement"), filed by Acorn with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
registration of an additional 300,000 shares of Acorn Common Stock, without par
value (the "Shares"), to be issued under the Plan.
In connection with this opinion, we have examined such corporate
records, documents and other instruments of Acorn as we have deemed necessary.
Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER, WRIGHT, MORRIS & ARTHUR LLP
