Exhibit 5
Spartech Corporation
120 South Central Avenue
Clayton, Missouri 63105
May 17, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
I am the Vice President and General Counsel of Spartech Corporation, a Delaware
corporation (the "Registrant").
In my capacity as legal counsel for the Registrant I have examined the form of
Registration Statement on Form S-3 (the "Registration Statement") proposed to be
filed by the Registrant with the Securities and Exchange Commission under the
provisions of the Securities Act of 1933, as amended, relating to 2,941,179
shares of common stock, par value $.75 per share (the "Registrant Common
Stock"), which are subject to issuance by the Registrant pursuant to the
conversion of an aggregate of 2,000,000 7% Convertible Preferred Securities
(liquidation preference $50 per Convertible Preferred Security) of Spartech
Capital Trust II (the "Convertible Securities") and which, following conversion
of the Convertible Securities, would be offered pursuant to the Registration
Statement by the persons named therein as selling security holders. In this
connection, I have examined such records, documents and proceedings of the
Registrant and its board of directors as I have deemed relevant and necessary as
a basis for the opinion expressed herein.
Upon the basis of and in reliance on the foregoing, I am of the opinion
that, when issued upon conversion of the Convertible Securities pursuant to the
terms thereof, the shares of Registrant Common Stock referred to above will have
been duly and validly authorized and issued and will be fully paid and non-
assessable.
I hereby consent to filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement and to all references to
me as counsel for the Registrant in the prospectus included in the Registration
Statement.
Very truly yours,
s/Jeffrey D. Fisher
Jeffrey D. Fisher
Vice President and General Counsel
