<PAGE> 1
Exhibit 5.1
KOHRMAN JACKSON & KRANTZ P.L.L.
ATTORNEYS AT LAW
September 29, 2000
Hawk Corporation
200 Public Square
Suite 30-5000
Cleveland, Ohio 44114
Re: REGISTRATION STATEMENT ON FORM S-8 OF HAWK CORPORATION
Ladies and Gentlemen:
Hawk Corporation, a Delaware corporation (the "Company"), is filing
with the Securities and Exchange Commission a registration statement on Form S-8
(the "Registration Statement"), under the Securities Act of 1933, as amended
(the "Act"). The Registration Statement relates to the offering and sale by the
Company of up to 700,000 shares (the "Shares") of the Company's Class A common
stock, par value $0.01 per share (the "Common Stock"), pursuant to stock
options, stock appreciation rights, restricted stock, performance awards and
other stock unit awards ("Awards") granted or to be granted under the Hawk
Corporation 2000 Long Term Incentive Plan (the "2000 Plan"). We have acted as
counsel to the Company in connection with the preparation and filing of the
Registration Statement. Capitalized terms used in this opinion letter and not
otherwise defined have the meanings attributed to them in the Registration
Statement.
In connection with this opinion letter, we have examined and relied
upon the original or a copy, certified to our satisfaction, of (i) the Second
Amended and Restated Certificate of Incorporation and the Amended and Restated
By-laws, as amended, of the Company; (ii) resolutions of the Board of Directors
of the Company authorizing the 2000 Plan and related matters; (iii) minutes of
the annual meeting of stockholders of the Company approving the 2000 Plan; (iv)
the 2000 Plan; and (v) such other documents and instruments as we have deemed
necessary for providing this opinion letter.
We have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
We have made such investigations of law as we deem appropriate as a basis for
rendering the opinions expressed below, and as to various questions of fact
material to the opinions, we have relied, to the extent we deem appropriate,
upon representations or certificates of officers or directors of the Company and
upon documents, records and instruments furnished to us by the Company, without
independently verifying the accuracy of such documents, records and instruments.
1375 East Ninth Street One Cleveland Center, 20th Floor Cleveland,
Ohio 44114-1793
Voice 216-696-8700 Fax 216-621-6536 Website www.kjk.com
<PAGE> 2
KOHRMAN JACKSON & KRANTZ P.L.L.
Hawk Corporation
September 29, 2000
Page 2
Based upon the foregoing examination, we are of the opinion that (i)
the Company presently has at least 700,000 authorized and unissued shares of
Common Stock from which the 700,000 Shares proposed to be sold pursuant to the
exercise of Awards granted under the 2000 Plan may be issued, and (ii) assuming
(a) the Company maintains an adequate number of authorized but unissued Shares
and treasury Shares available for issuance to those persons who exercise Awards
granted in accordance with the 2000 Plan and (b) the Shares are duly delivered
against payment therefor in accordance with the terms of the 2000 Plan, the
Shares issued pursuant to the exercise of Awards granted in accordance with the
2000 Plan will be validly issued, fully paid and non-assessable.
We express no opinion other than as to the federal law of the United
States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.
KOHRMAN JACKSON & KRANTZ P.L.L.
/S/ Kohrman Jackson & Krantz P.L.L.
