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Exhibit 5
[NUTTER, MCCLENNEN & FISH, LLP LETTERHEAD]
August 18, 2000
GenRad, Inc.
7 Technology Park Drive
Westford, MA 01886-0033
Gentlemen/Ladies:
Reference is made to that certain Amendment Number 1 to Registration
Statement on Form S-3 (the "Registration Statement") which GenRad, Inc. (the
"Company") is filing on the date hereof with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the resale of up to 114,074 shares (the "Shares") of the
Company's common stock, $1.00 par value per share, acquired by the holders
thereof (the "Holders") in connection with the Company's acquisition of
Motor Industry Services, Limited.
We have acted as counsel for the Company in connection with the
Registration Statement. We have examined original or certified copies of the
Articles of Organization of the Company, the Company's By-laws, certain
corporate records of the Company, certificates of public officials and such
other documents, records and materials as we have deemed necessary in connection
with this opinion letter. Based upon the foregoing, and in reliance upon
information from time to time furnished to us by the Company's officers,
directors and agents, we are of the opinion that the Shares, when sold by the
Holders upon the terms described in the Registration Statement, will be duly and
validly issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in connection with the
Registration Statement, as finally amended, and hereby consent to the filing of
this opinion letter with and as a part of the Registration Statement as so
amended, and to the reference to our firm in the Prospectus under the heading
"Legal Matters." It is understood that this opinion letter is to be used in
connection with the resale of the aforesaid Shares only while the Registration
Statement is effective as so amended and as it may be amended from time to time
as contemplated by Section 10(a)(3) of the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
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Nutter, McClennen & Fish, LLP
