EXHIBIT 5
LAW OFFICES
MCCAUSLAND, KEEN & BUCKMAN
A PROFFESSIONAL CORPORATION
MELVIN J. BUCKMAN RADNOR COURT, SUITE 160 DIRECT DIAL NO.
MCKINLEY C. McADOO 259 NORTH RADNOR-CHESTER ROAD (610)341-1070
ROBERT H. YOUNG, JR. RADNOR, PENNSYLVANIA 19087-5240
CAROL A. CINOTTI 610-341-1000
JAMES G. LOGUE TELECOPIER 610-341-1090
ALAN N. ESCOTT http:/www.mkbattorneys.com
GLENN S. GITOMER
MARC S. MASER
NANCY D. WEISBERG
STEPHAN K. PAHIDES
JANEEN OLSEN DOUGHERTY
AMY ELLIOTT DARLINGTON
TERESA REID
November 14, 2000
Securities and Exchange Commission
Fiduciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Airgas, Inc.
Dear Sir or Madam:
We have acted as counsel to Airgas, Inc., (the "Company"), a
Delaware corporation in connection with the preparation and
filing of a registration statement on Form S-3, which was filed
with the Securities and Exchange Commission on September 20, 2000
and amended on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Registration Statement.
The Registration Statement covers 402,564 shares of the
Company's Common Stock, par value $.01 per share (the "Shares"),
issued to the Selling Stockholders pursuant to the Registration
Rights and Stock Adjustment Agreement (the "Registration Rights
Agreement").
We have examined the Registration Statement, including the
exhibits hereto, the Company's Amended and Restated Certificate
of Incorporation, the Company's By-Laws, as amended, the minutes
of actions taken by the Board of Directors of the Company, the
Registration Rights Agreement and such other instruments as we
deemed necessary for the opinions rendered herein. In the
foregoing examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the authenticity of all documents submitted to us
as copies of originals.
Based upon the foregoing, we are of the opinion that the
402,564 Shares issued to the Selling Stockholders under the terms
of the Registration Rights Agreement are validly issued, fully
paid and non-accessible.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. We also consent to the reference
to this firm under the heading "Legal Matters" in the Prospectus
constituting a part of the Registration Statement. In giving
this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and
regulations thereunder.
Sincerely,
McCausland, Keen & Buckman
By: /s/Nancy D. Weisberg
_________________________________
Nancy D. Weisberg, Vice President
