Exhibit 5
1500 FLEET CENTER
PROVIDENCE, RHODE ISLAND 02903
(401) 274-2000
FAX (401) 277-9600
HINCKLEY, ALLEN & SNYDER LLP
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Attorneys at Law
August 18, 2000
Astro-Med, Inc.
600 East Greenwich Avenue
West Warwick, RI 02893
RE:Registration Statement on Form S-8 for 1997 Incentive Stock Option Plan,
As Amended
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Ladies and Gentlemen:
We have acted as counsel to Astro-Med, Inc., a Rhode Island corporation
(the "Company"), in connection with the filing by the Company of the
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission relating to Seven Hundred Fifty Thousand
(750,000) shares of the Company's common stock, par value $.05 per share (the
"Common Stock"), issuable under the Astro-Med, Inc. 1997 Incentive Stock Option
Plan, as amended (the "Plan").
In connection with this opinion, we have examined the Company's
Articles of Incorporation, the bylaws of the Company, as amended, the
Registration Statement, corporate proceedings of the Company relating to the
issuance of the Common Stock, the Plan and such other instruments and documents
as we have deemed relevant under the circumstances.
In making the aforesaid examination, we have assumed the genuineness of
all signatures and the conformity to original documents of all copies furnished
to us as original or photostatic copies.
Based upon and subject to the foregoing, we are of the opinion that the
Common Stock which may be issued under the Plan has been duly authorized and
when issued in accordance with the terms of the Plan will be validly issued,
fully paid and non-assessable.
We hereby consent to the use of our opinion as herein set forth as an
exhibit to the Registration Statement. This opinion is rendered to you in
connection with the Registration Statement, and except as consented to in the
preceding sentence, may not be relied upon or furnished to any other person in
any context. In giving such consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Hinckley, Allen & Snyder LLP
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