EXHIBIT 5
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PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614/227-2000
Facsimile: 614/227-2100
June 28, 2000
Insilco Holding Co.
425 Metro Place North, Fifth Floor
Dublin, Ohio 43017
Re: Post-Effective Amendment No. 1 to Registration Statement on Form S-8
Amended Insilco Holding Co. and Insilco Corporation Equity Unit Plan
(the "Plan")
Ladies and Gentlemen:
We have acted as counsel for Insilco Holding Co., a Delaware corporation
("Insilco"), in connection with the Post-Effective Amendment No.1 to
Registration Statement on Form S-8 (the "Registration Statement"), filed by
Insilco with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the registration of 35,171 shares of Insilco
common stock, $.001 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 the registrant 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
