August 1, 2000
Board of Directors
Rawlings Sporting Goods Company, Inc.
1859 Intertech Drive,
Fenton Missouri 63026
Re: Registration Statement on
Form S-8
Ladies and Gentlemen:
We have served as counsel to Rawlings Sporting Goods
Company, Inc. (the "Company") in connection with the various
legal matters relating to the filing of a registration statement
on Form S-8 (the "Registration Statement") under the Securities
Act of 1933, as amended, and the Rules and Regulations
promulgated thereunder, relating to 975,000 shares of common
stock of the Company, par value $0.01 per share (the "Shares"),
that may be offered and sold through the Rawlings Sporting Goods
Company, Inc. 1994 Long-Term Incentive Plan, as amended (500,000
shares), the Rawlings Sporting Goods Company, Inc. 2000 Non-
Employee Directors' Stock Plan (25,000 shares) and the Amended
and Restated Employment Agreement between the Company and Stephen
M. O'Hara, dated as of January 7, 2000 (450,000 shares)
(collectively, the "Plans").
We have examined such corporate records of the Company, such
laws and such other information as we have deemed relevant,
including the Company's Certificate of Incorporation, as amended,
and Bylaws, as amended, certain resolutions adopted by the Board
of Directors of the Company relating to the Plans and
certificates received from state officials and from officers of
the Company. In delivering this opinion, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the originals of
all documents submitted to us as certified, photostatic or
conformed copies, and the correctness of all statements submitted
to us by officers of the Company.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware.
2. All originally issued Shares, issued under the Plans,
if any, if issued in accordance with the Plans, will be validly
issued and outstanding and will be fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name in the
Registration Statement. We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the offer and
sale of the Shares pursuant to the Plans.
Very truly yours,
STINSON, MAG & FIZZELL, P.C.
/s/ STINSON, MAG & FIZZELL, P.C.
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