June 1, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ABC-NACO INC. -- REGISTRATION OF
COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON FORM S-3
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Ladies and Gentlemen:
I am Vice President, General Counsel and Secretary of ABC-NACO Inc., a
Delaware corporation (the "Company"), and have served in that capacity in
connection with the Company's filing of a Registration Statement on Form S-3
(the "Registration Statement") relating to the registration by the Company of
311,110 shares of its common stock, $0.01 par value (together with the related
preferred stock purchase rights, the "Common Stock"), to be offered and sold by
certain shareholders of the Company, as more fully described in the Registration
Statement.
In this connection, I have examined such documents and have made such
factual and legal investigations as I have deemed necessary or appropriate in
order to enable me to render the opinion contained herein.
Based on the foregoing, it is my opinion that the Common Stock has been
duly authorized, legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
ABC-NACO Inc.
By: /s/ Mark F. Baggio
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Mark F. Baggio
Vice President, General Counsel
and Secretary
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