EXHIBIT 5
von Briesen, Purtell & Roper, S.C.
Attorneys at Law
411 Building Office
Suite 700
411 East Wisconsin Avenue
P. O. Box 3282
Milwaukee, Wisconsin 53201-3262
Telephone 414-276-1122
Facsimile 414-276-6281
June 21, 2000
VIA FACSIMILE
AND U.S. MAIL
-------------
The Board of Directors
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, Wisconsin 53403-2552
Gentlemen:
This firm is counsel for Modine Manufacturing Company (the "Company"),
which is the registrant in a Registration Statement under the Securities
Act of 1933 on Form S-8, dated June 21, 2000, relating to the registration
of 500,000 shares of the Company's common stock, $0.625 par value per
share ("the "Shares"), to be offered and sold pursuant to the Modine
Manufacturing Company 2000 Stock Option Plan for Non-Employee Directors.
As counsel, we are familiar with the action taken by the Company in
connection with the authorization of the Shares. We have examined such
records and other documents as we have deemed necessary for the opinion
hereinafter expressed.
Based upon the foregoing, and having regard to legal considerations which
we deem relevant, we are of the opinion that the Shares, described in the
Registration Statement, will be, when sold, legally issued by the Company,
fully paid and non-assessable, except to the extent provided in Section
180.0622(2)(b), of the Wisconsin Statutes, which provides, in part, that
shareholders of a Wisconsin corporation are personally liable to an amount
equal to the par value of shares owned by them for all debts owing to
employees of the corporation for services performed for such corporation,
but not exceeding six months' service in any one case.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/Von Briesen, Purtell & Roper, s.c.
von BRIESEN, PURTELL & ROPER, S.C.
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