EXHIBIT 5
July 17, 2000
Standex International Corporation
6 Manor Parkway
Salem, NH 03079
Gentlemen:
I have caused to be prepared by the legal staff under my
direction, a Registration Statement on Form S-8 pursuant to the
Securities Act of 1933, as amended, (the "Registration
Statement") to be filed with the Securities and Exchange
Commission relating to an aggregate of 68,449 shares of the
Common Stock par value $1.50 per share (the "Shares") of Standex
International Corporation, a Delaware corporation (the
"Company"), issuable under the Retirement Savings Plan of the
Company (the "Plan") pursuant to a resolution of the Company's
Board of Directors authorizing the aggregate contribution to be
allocated to the respective ESOP accounts of the participants in
the Plan in accordance with the provisions of the Plan.
I am Vice President, General Counsel and Secretary of the
Company. I am beneficial owner of 20,266 shares of Common Stock
(including approximately 2,115 shares in my account as of July
17, 2000 under the Standex Retirement Savings Plan, 14,300 in the
form of unexercised stock options and 650 shares in the form of
unvested restricted stock). I have examined the Plan, the
Restated Certificate of Incorporation, as amended, and By-laws of
the Company, the Registration Statement and such other documents,
certificates and records as I have deemed material for the
purposes of this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; and
2. The Shares are duly authorized for issuance and, when issued
in accordance with the terms of the Plan and the Registration
Statement, will have been legally issued and will be fully paid
and non-assessable.
The foregoing opinion assumes that all necessary steps will
have been taken to comply with the requirements of the Securities
Act of 1933, as amended, applicable requirements of state law
regulating the sale of securities and applicable requirements of
the New York Stock Exchange.
I hereby consent to the use of my name in the Registration
Statement and under the caption "Legal Opinion" in the Prospectus
which is incorporated in the Registration Statement, and to the
filing of this Opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. I am
delivering this opinion to the Company, and no person other than
the Company may rely on it.
Sincerely,
/s/ Deborah A. Rosen
Deborah A. Rosen
General Counsel
DAR/dpr
