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Exhibit 5.1
CALFEE, HALTER & GRISWOLD LLP
ATTORNEYS AT LAW
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1400 McDonald Investment Center
800 Superior Avenue Cleveland, Ohio 44114-2688
216/622-8200 Fax 216/241-0816
June 29, 2000
Pioneer-Standard Electronics, Inc.
6065 Parkland Boulevard
Mayfield Heights, OH 44124
We are acting as counsel for Pioneer-Standard Electronics,
Inc., an Ohio corporation (the "Company"), with respect to the 300,000 Common
Shares, without par value (the "Plan Shares"), to be offered and sold from time
to time pursuant to the Company's Retirement Plan (the "Plan"). As counsel for
the Company, we have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission to effect the registration of the Plan Shares
under the Securities Act of 1933, as amended.
We have examined such documents, records and matters of law as
we have deemed necessary for purposes of this opinion, and based thereon we are
of the opinion that the Plan Shares have been duly authorized and, when issued
and sold from time to time in the manner contemplated by the Plan and the
Registration Statement, will be validly issued, fully paid and nonassessable.
This opinion is intended solely for your use in connection
with the filing of the Registration Statement with respect to the Plan Shares,
and may not be reproduced, filed publicly or relied upon by any other person for
any purpose without the express written consent of the undersigned.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.
Respectfully submitted,
/s/ Calfee, Halter & Griswold LLP
CALFEE, HALTER & GRISWOLD LLP
