<PAGE> 1
EXHIBIT 5
LINCOLN ELECTRIC HOLDINGS, INC.
[LINCOLN ELECTRIC LOGO]
November 15, 2000
Securities and Exchange Commission
Judiciary Plaza
450 5th Street, N.W.
Washington, D.C. 20549
Re: Lincoln Electric Holdings, Inc. Stock Option Plan for
Non-Employee Directors
Ladies and Gentlemen:
I have acted as counsel for Lincoln Electric Holdings, Inc., an Ohio
corporation (the "Registrant"), in connection with the Lincoln Electric
Holdings, Inc. Stock Option Plan for Non-Employee Directors (the "Plan"). I have
examined such documents, records and matters of law as I have deemed necessary
for purposes of this opinion, and based thereon, I am of the opinion that the
shares of Common Stock, without par value, of the Registrant (the "Common
Shares"), that may be issued or transferred and sold pursuant to the Plan and
any agreements contemplated thereby (the "Agreements") will be, when issued or
transferred and sold in accordance with the Plan and the Agreements, duly
authorized, validly issued, fully paid and nonassessable.
I 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.
Very truly yours,
/s/ Frederick G. Stueber
--------------------------------------
Frederick G. Stueber
Senior Vice President, General Counsel
and Secretary
-8-
