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Exhibit 5
December 6, 2000
The Lamson & Sessions Co.
25701 Science Park Drive
Cleveland, Ohio 44122-7313
Re: 1998 Incentive Equity Plan (As Amended and Restated as of
April 28, 2000)
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Ladies and Gentlemen:
We have acted as counsel for The Lamson & Sessions Co., an Ohio
corporation (the "Registrant"), in connection with The Lamson & Sessions Co.
1998 Incentive Equity Plan (As Amended and Restated as of April 28, 2000) (the
"Plan"). We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion, and based thereon, we are of the
opinion that:
1. The Registrant's Common Shares without par value (the "Common
Shares") that may be issued or transferred and sold pursuant
to the Plan will be, when issued or transferred and sold in
accordance with the Plan, duly authorized, validly issued,
fully paid and nonassessable.
2. When issued in accordance with the Rights Agreement, dated
September 8, 1998, between the Registrant and National City
Bank (the "Rights Agreement"), the Rights (as defined in the
Rights Agreement) will be validly issued.
The opinion set forth in paragraph 2 is limited to the valid issuance
of the Rights under the corporation laws of the State of Ohio. We do not express
any opinion herein with respect to any other aspect of the Rights, the effect of
equitable principles or fiduciary considerations relating to the adoption of the
Rights Agreement or the issuance of the Rights or the enforceability of any
particular provisions of the Rights Agreement.
In rendering the opinion set forth in subparagraph 2 above, moreover,
we note that our research indicates that there are no reported decisions
applying Ohio law concerning the authorization or issuance of securities
substantially similar to the Rights. In the absence of directly applicable
judicial authority, we have considered the pertinent provisions of Ohio
corporation law and the decisions of courts applying the laws of other
jurisdictions to analogous factual situations. Although such decisions may be
persuasive to Ohio courts, they have no binding precedential effect.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Shares to be issued and sold pursuant to the Plan
under the Securities Act of 1933. William H. Coquillette, a partner in this law
firm, is a Director of the Company.
Very truly yours,
/s/ Jones, Day, Reavis & Pogue
Jones, Day, Reavis & Pogue
