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Exhibit 5
Squire, Sanders & Dempsey L.L.P.
4900 Key Tower
127 Public Square
Cleveland, Ohio 44114-1304
October 3, 2000
OM Group, Inc.
3800 Terminal Tower
Cleveland, Ohio 44113-2204
Re: Registration Statement on Form S-8
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Gentlemen:
Reference is made to your Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on October 3, 2000 with respect to
2,000,000 shares of common stock, $.01 par value ("Common Stock"), of OM Group,
Inc. to be offered pursuant to the OM Group, Inc. 1998 Long-Term Incentive
Compensation Plan (the "Plan"). We are familiar with the Plan, and we have
examined such documents and certificates and considered such matters of law as
we deemed necessary for the purpose of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock
to be offered pursuant to the Plan, when issued in accordance with the
provisions of the Plan, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Respectfully submitted,
/s/ Squire, Sanders & Dempsey L.L.P.
