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EXHIBIT 5
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LAW OFFICES
HONIGMAN MILLER SCHWARTZ AND COHN LLP
2290 FIRST NATIONAL BUILDING
660 WOODWARD AVENUE
DETROIT, MICHIGAN 48226-3583
FAX (313) 465-8000
TELEPHONE: (313) 465-7000 LANSING, MICHIGAN
www.honigman.com
November 30, 2000
Steelcase Inc.
901 44th Street
Grand Rapids, Michigan 49508
Ladies and Gentlemen:
We have represented Steelcase Inc., a Michigan corporation (the "Company"),
in connection with the preparation and filing with the Securities and Exchange
Commission (the "Commission") of a Registration Statement on Form S-8 (the
"Registration Statement"), for registration under the Securities Act of 1933, as
amended (the "Securities Act"), of 8,150,000 of the Company's Class A Common
Stock (the "Class A Common Stock"), issued or to be issued pursuant to (a) the
Steelcase Inc. Incentive Compensation Plan, as amended (the "Plan"), or (b)
options granted under the Plan.
Based upon our examination of such documents and other matters as we deem
relevant, it is our opinion that the shares of Class A Common Stock to be
offered by the Company under the Plan pursuant to the Registration Statement
have been duly authorized and, (a) when issued and granted by the Company in
accordance with the Plan or (b) when issued and sold by the Company in
accordance with options granted under the Plan, will be legally issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission thereunder.
Very truly yours,
/s/ HONIGMAN MILLER SCHWARTZ AND COHN LLP
HONIGMAN MILLER SCHWARTZ AND COHN LLP
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