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EXHIBIT 5
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Opinion of Baker & Hostetler
December 22, 2000
Dairy Mart Convenience Stores, Inc.
300 Executive Parkway West
Hudson, Ohio 44236
Gentlemen:
We have acted as counsel to Dairy Mart Convenience Stores, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
Registration Statement on Form S-8 (the "Registration Statement") filed under
the Securities Act of 1933 (the "Act") relating to the registration of
1,177,500 shares of Common Stock, $.01 par value (the "Shares"), of the Company
for issuance under the Amended and Restated 1995 Stock Option and Incentive
Award Plan (the "Plan").
In connection with the foregoing, we have examined: (a) the Restated
Certificate of Incorporation of the Company, (b) the Amended and Restated Bylaws
of the Company, (c) the Plan and (d) such other documents as we deemed necessary
to render this opinion.
Based on such examination, we are of the opinion that the
Shares available for issuance under the Plan, when issued in accordance with the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement and the reference to our firm in Item 5 of Part II of the
Registration Statement. In giving our consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/S/
Baker & Hostetler LLP
