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EXHIBIT 5
October 27, 2000
AZZ incorporated
400 North Tarrant Road
Crowley, Texas 76036
Re: Registration Statement on Form S-8
Gentlemen:
The opinion set forth below is given pursuant to Item 501(b) (5) of
Regulation S-K for inclusion as Exhibit 5 to the Registration Statement on Form
S-8 (the "Registration Statement"), of AZZ incorporated, a Texas corporation
(the "Company"), pertaining to the granting of up to 10,000 shares of the
Company's $1.00 par value common stock (the "Shares") under the AZZ incorporated
2000 Advisory Director Share Ownership Plan (the "Plan").
In connection with this opinion, we have made the following assumptions:
(i) all documents submitted to or reviewed by us, including all amendments and
supplements thereto, are accurate and complete and if not originals are true and
correct copies of the originals; (ii) the signatures on each of such documents
by the parties thereto are genuine; (iii) each individual who signed such
documents had the legal capacity to do so; (iv) all persons who signed such
documents on behalf of the corporation were duly authorized to do so; and (v)
the company has sufficient surplus at the time of issuance and will transfer
from surplus to the capital stock account one dollar for each Share issued. We
have assumed that there are no amendments, modifications or supplements to such
documents other than those amendments, modifications and supplements that are
known to us.
Based on the foregoing, and subject to the limitations and qualifications
set forth herein, we are of the opinion that the Shares have been duly
authorized and will, when granted pursuant to the Plan, be validly issued,
fully paid and nonassessable.
This opinion is further limited and qualified in all respects as follows:
This opinion is specifically limited to matters of the laws of the State of
Texas and the federal laws of the United States of America. We express no
opinion as to the applicability of the laws of any other particular jurisdiction
to the transactions described in this opinion. This opinion is limited to the
specific opinions expressly stated herein, and no other opinion is implied or
may be inferred beyond the specific opinions expressly stated herein.
This opinion is intended solely for your benefit. It is not to be quoted
in whole or in part, disclosed, made available to or relied upon by any other
person, firm or entity without our express prior written consent.
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This opinion is based upon our knowledge of the law and facts as of the
date hereof. We assume no duty to update or supplement this opinion to reflect
any facts or circumstances that may hereafter come to our attention or to
reflect any changes in any law that may hereafter occur or become effective.
We hereby consent to the filing of this opinion as an exhibit to 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 Act or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Respectfully submitted,
Shannon, Gracey, Ratliff & Miller, L.L.P.
