EXHIBIT 5(a)
von Briesen, Purtell & Roper, S.C.
Attorneys at Law
First National Bank Building
Suite 1000
735 North Water Street
P. O. Box 3262
Milwaukee, Wisconsin 53201-3262
Telephone 414-273-7000
Facsimile 414-273-7897
October 18, 2000
VIA FACSIMILE
AND U.S. MAIL
The Board of Directors
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI 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 October 18,
2000, relating to the registration of 250,000 shares of the
Company's common stock, $0.625 par value per share (the
"Shares"), to be offered and sold pursuant to the Modine 401(k)
Retirement Plan for Hourly Non-Union Employees.
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 that 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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