Frost Brown Todd LLC Letterhead
December 15, 2000
DMI Furniture, Inc.
One Oxmoor Place
101 Bullitt Lane
Louisville, KY 40222
Re: DMI Furniture, Inc. 1998 Stock Option Plan for
Independent Directors
Gentlemen:
We have acted as counsel to DMI Furniture, Inc. (the
"Company") in connection with the registration of 100,000 shares
(the "Shares") of the Company's common stock covered by the Form
S-8 Registration Statement filed by the Company pursuant to the
Securities Act of 1933, as amended (the "Act"), to which this
opinion is an exhibit. These Shares may be issued pursuant to
the Company's 1998 Stock Option Plan for Independent Directors
(the "Plan").
As such counsel, we have examined originals, or copies
certified to our satisfaction, of the Plan, the Company's
Restated Certificate of Incorporation and Bylaws, such
agreements, certificates and other statements of government
officials and corporate officers and representatives, and other
documents as we have deemed relevant and necessary as a basis for
our opinion. In such examination we have assumed the genuineness
of all documents submitted to us as originals and the conformity
with the original document of documents submitted to us as
copies. In addition, as to matters of fact only, we have relied,
to the extent we deemed such reliance proper, upon certificates
and other written statements of public officials and corporate
officers of the Company.
Based upon and subject to the foregoing, we are of the
opinion that the Shares have been duly and validly authorized for
issuance in accordance with the terms of the Plan, and when the
Shares are issued, delivered and paid for, in accordance with the
terms of the Plan, they will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an
exhibit to the above-mentioned Registration Statement, including
amendments thereto.
Very truly yours,
FROST BROWN TODD LLC
/s/ Alan K. MacDonald
Alan K. MacDonald, Member
