EXHIBIT 5
June 13, 2000
Met-Pro Corporation
160 Cassell Road
P.O. Box 144
Harleysville, Pennsylvania 19438
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 under the Securities Act of
1933, as amended (the "Registration Statement"), filed on this date by Met-Pro
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission"), to which this opinion letter is attached as an exhibit, for the
registration of 200,000 shares of Met-Pro Corporation Common Stock, $0.10 par
value per share (plus an indeterminate number of additional shares of Common
Stock as may be required by the anti-dilution provisions of the Plan, as
hereafter defined) ("Common Stock"), which have been reserved for issuance under
the Met-Pro Corporation Year 2000 Employee Stock Purchase Plan (the "Plan").
We have examined the original or a photostatic or certified copy of such
documents, records, and other information as we deemed relevant and necessary as
the basis for the opinion set forth below. In such examination, we have assumed,
the authenticity of each document submitted to us as an original, the conformity
to the original document of each document submitted to us as a certified copy or
photostatic copy, and the authenticity of the original of each such latter
document. In addition, we have assumed, in rendering the opinion set forth
below, that any stock certificate evidencing any shares of the Company's Common
Stock registered by this Registration Statement, when issued under the Plan,
will have been duly executed on behalf of the Company and will have been
countersigned by the Company's transfer agent and registered by the Company's
registrar prior to its issuance.
On the basis of our examination mentioned above, subject to the assumptions
stated and relying on statements of fact contained in the documents that we have
examined, we are of the opinion that the shares of Common Stock registered
pursuant to the Registration Statement have been duly and validly authorized and
reserved for issuance and that upon the issuance of such shares in accordance
with the provisions of the Plan, the shares of Common Stock will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required by Section 7 of the Securities
Act of 1933, as amended, or the General Rules and Regulations of the Securities
and Exchange Commission.
We wish to call to your attention that Jeffrey H. Nicholas, a partner of this
firm, is a member of the Company's Board of Directors, and that Mr. Nicholas and
other employees of this firm own shares of Common Stock of the Company in
amounts that we consider to be small.
Very truly yours,
/s/ Fox, Rothschild, O'Brien & Frankel, LLP
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FOX, ROTHSCHILD, O'BRIEN & FRANKEL,
A Limited Liability Partnership
