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Exhibit 5
June 26, 2000
Protection One, Inc.
818 South Kansas Avenue
Topeka, Kansas 66612
Dear Sirs:
I am Corporate Secretary of Western Resources, Inc. and have acted
as legal counsel to Protection One, Inc. (the "Company") in connection with the
proposed issue and sale, from time to time, of up to 2,000,000 shares of Common
Stock, par value $.01 per share, of the Company (hereinafter called the "Offered
Common Stock"), with respect to which the Company is filing a Registration
Statement on Form S-8 with the Securities and Exchange Commission under the
Securities Act of 1933 to which Registration Statement this opinion shall be
filed as an exhibit. I advise you that, in my opinion:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Delaware.
2. Upon (a) the Registration Statement becoming effective under the
Securities Act of 1933, and (b) full payment for the Offered Common Stock, the
Offered Common Stock will be legally issued, validly outstanding, fully paid and
nonassessable and the holders thereof will be entitled to the rights and
privileges appertaining thereto, as set forth in the Company's Fifth Amended and
Restated Certificate of Incorporation.
I hereby consent to the filing of a copy of this opinion as an
exhibit to said Registration Statement. I also consent to the use of my name and
the making of the statements with respect to myself in the Registration
Statement and the Prospectus constituting a part thereof.
Very truly yours,
/s/ LARRY D. IRICK
Larry D. Irick, Esq.
