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EXHIBIT 5
November 9, 2000
TruServ Corporation
8600 West Bryn Mawr Avenue
Chicago, IL 60631-3505
Gentlemen:
We have served as your counsel in connection with the filing by you of
a Registration Statement on Form S-2 with the Securities and Exchange Commission
(the "Commission") pursuant to the provisions of the Securities Act of 1933, as
amended (the "Act"), covering the registration of $50,000,000 of Variable
Denomination Subordinated Fixed Rate Term Notes (the "Notes"), of TruServ
Corporation (the "Company"). As your counsel, we have reviewed the corporate
proceedings ("Corporate Proceedings") taken and to be taken to authorize the
execution and delivery by the Company of an indenture (the "Indenture") to be
entered into with U.S. Bank Trust National Association, as Trustee, providing
for the issuance of up to $50,000,000 principal amount of Notes of the Company.
We have examined and are familiar with the Articles of Incorporation of
the Company and its By-laws, both as amended and/or restated. We have also
examined the proposed form of the Indenture, and such other documents, records
and certificates of the Company as we consider necessary for the purpose of this
opinion. Based upon such examination and consideration, it is our opinion that.
1. The Company is validly organized and existing under the laws
of the State of Delaware and has the corporate power to carry
on its present business and is duly qualified to own its
properties and conduct its business in those states where such
authorization is presently required, except where the failure
to so qualify does not have a material adverse effect on the
Company;
2. Upon completion of the Corporate Proceedings, the execution
and delivery of the Indenture and the issuance of the Notes
will have been validly authorized on behalf of the Company,
and when the Indenture shall have been duly executed and
delivered, the Indenture will constitute a valid, binding and
enforceable obligation of the Company in accordance with its
terms, except as enforcement of provisions thereof may be
limited by bankruptcy or other applicable laws affecting the
enforcement of creditors' rights;
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TruServ Corporation
November 9, 2000
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3. The Notes, when executed, manually or in facsimile, by the
proper officers of the Company and authenticated by the
Trustee under the Indenture, and issued and sold and paid for
in accordance with the Corporate Proceedings, will constitute
legally issued, valid, binding and enforceable obligations of
the Company in accordance with their terms, except as
enforcement of provisions thereof may be limited by bankruptcy
or other applicable laws affecting the enforcement of
creditors' rights, and will be entitled to the benefit of the
Indenture.
We hereby consent to the use of our name under the heading "Legal
Opinions" in the Prospectus constituting part of the Registration Statement.
Very truly yours,
MICHAEL BEST & FRIEDRICH
