EXHIBIT 5
[Butler Manufacturing Company Letterhead]
December 18, 2000
Butler Manufacturing Company
BMA Tower, Penn Valley Park (P.O. Box 419917)
Kansas City, Missouri 64141-0917
Gentlemen:
I am Vice President, General Counsel and Secretary of Butler Manufacturing
Company, a Delaware corporation (the "Company"). In that capacity, I have acted
as counsel for the Company in connection with the registration, pursuant to a
registration statement on Form S-8 (the "Registration Statement"), of $4,000,000
in Deferred Compensation Payment Obligations of the Company for use in
connection with the Butler Manufacturing Company Deferred Compensation Plan (the
"Plan"). Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Registration Statement.
In connection therewith, I or attorneys under my supervision have examined
the originals, or certified, conformed or reproduction copies of:
(i) resolutions of the Board of Directors;
(ii) the Registration Statement;
(iii) the Plan;
(iv) the Restated Certificate of Incorporation of the Company; and
(v) the Bylaws of the Company.
I, or attorneys under my supervision, have also made such other factual and
legal investigations as I have deemed necessary and appropriate in order to
render the opinion hereinafter expressed. In such examination, I or the
attorneys under my supervision, have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as originals and the
conformity to original documents of all documents submitted to me as certified
copies or photocopies. As to any facts material to the opinion set forth below
which were not independently established or verified, I or the attorneys under
my supervision have relied upon statements and representations of officers and
other representatives of the Company and others.
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Based upon the foregoing, and subject to the limitations, qualifications and
assumptions set forth herein, I am of the opinion that the Deferred Compensation
Payment Obligations when issued by the Company in the manner provided in the
Plan, will be valid and binding obligations of the Company, enforceable against
the Company in accordance with their terms, subject, as to enforcement to (i)
bankruptcy, insolvency, reorganization, arrangement or other laws of general
applicability relating to or affecting creditors' rights, and (ii) general
principles of equity, whether such enforcement is considered in a proceeding in
equity or at law.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to all references to the undersigned in the
Registration Statement and all amendments thereto.
The opinion expressed herein is solely for your benefit and may not be relied
upon in any manner or for any purpose by any other person or entity. It may not
be quoted in whole or in part without my prior consent.
Very truly yours,
/s/ John W. Huey
John W. Huey
Vice President, General Counsel
and Secretary
