Exhibit 5
Exhibit 23(b)
September 28, 2000
Leggett & Platt, Incorporated
No. 1--Leggett Road
Carthage, MO 64836
Re: Leggett & Platt, Incorporated 1989 Discount Stock Plan
Form S-8 Registration Statement
Our File No.: 3-18-tba
Gentlemen:
As Vice President, General Counsel and Secretary of Leggett & Platt,
Incorporated (the "Company"), I have acted on its behalf in connection with
the preparation and filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 under the Securities Act of 1933, as
amended (the "Registration Statement") relating to 3,000,000 shares of the
Company's Common Stock, $.01 par value (the "Shares"), and the Preferred
Stock Purchase Rights (the "Rights") attached to the Shares, to be issued
in accordance with the terms of the 1989 Discount Stock Plan (the "Plan").
In this connection, I have examined the following documents:
(i) Copy of the Restated Articles of Incorporation of the Company;
(ii) Copies of the Bylaws of the Company, as amended to date;
(iii) Minutes of the meetings of the Board of Directors and Shareholders
of the Company;
(iv) Copy of the Plan as amended and restated in its entirety effective
May 12, 1999;
(v) The Registration Statement and all exhibits thereto.
I have also examined such other documents as I deemed necessary to
the expression of the opinion contained herein.
Based upon the foregoing, I am of the opinion that:
(1) The Company has been duly organized, validly existing and in good
standing under the laws of the State of Missouri.
(2) The Company has an authorized capitalization as set forth in the
Registration Statement;
(3) The Plan has been duly created and adopted by the Board of Directors
of the Company and has been duly approved by the Shareholders of the
Company and is a legal, valid and binding obligation of the Company
enforceable in accordance with its terms;
(4) The issuance of Shares pursuant to the Plan has been duly and validly
authorized by the necessary corporate action; and
(5) The Shares when issued in accordance with the terms of the Plan will
be validly issued, fully paid and assessable.
I hereby consent to the use of my name in the Registration Statement and
in the related Prospectus and to the use of this opinion as Exhibit 5 to the
Registration Statement.
Sincerely,
LEGGETT & PLATT, INCORPORATED
/s/ JOHN A. LYCKMAN
John A. Lyckman
Assistant General Counsel
JAL/slk
