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[LETTERHEAD OF HARTZOG CONGER & CASON]
August 29, 2000
CMI Corporation
P. O. Box 1985
Oklahoma City, OK 73101
Gentlemen:
CMI Corporation, an Oklahoma corporation (the "Company"), intends to file
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, a Registration Statement on Form S-8 (the "Registration Statement")
with respect to 1,100,000 shares of its Voting Class A Common Stock, $0.10 par
value per share (the "Class A Common Stock"), to be issued from time to time
pursuant to the Company's Stock Option Plan. You have requested our opinion in
connection with the Company's filing of the Registration Statement. We have
examined and relied on originals or copies, certified or otherwise identified to
our satisfaction as being true copies, of such records of the Company, such
agreements, certificates of officers of the Company and others, and such other
documents, certificates and corporate or other records as we have deemed
necessary as a basis for the opinion expressed in this letter including, without
limitation, the Company's Certificate of Incorporation, as amended, the Stock
Option Plan and the Registration Statement. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
certified or photostatic copies. We have investigated such questions of law for
the purpose of rendering the opinion in this letter as we have deemed necessary.
We express no opinion in this letter concerning any law other than the Oklahoma
General Corporation Act.
On the basis of and in reliance on the foregoing, we are of the opinion
that the shares of Class A Common Stock to be issued pursuant to the Stock
Option Plan, when and if issued in accordance with the terms of the Stock Option
Plan, will be legally issued, fully paid and non-assessable.
The opinion in this letter is rendered only to the Company in connection
with the Registration Statement. We consent to the filing of this letter as an
exhibit to the Registration Statement. The opinion may not be relied upon by the
Company for any other purpose, or relied upon by any other person, firm or
entity for any purpose. This letter may not be paraphrased, quoted or
summarized, nor may it be duplicated or reproduced in whole or in part.
Very truly yours,
HARTZOG CONGER & CASON
