EX-5 3 ex5.txt EXHIBIT 5 1 Exhibit 5 PORTER, WRIGHT, MORRIS & ARTHUR LLP 41 South High Street Columbus, Ohio 43215 Telephone: (614)227-2000 Fax: (614)227-2100 August 15, 2000 Acorn Products, Inc. 390 Dublin Avenue Columbus, Ohio 43215 Re: Registration Statement on Form S-8 Acorn Products, Inc. Second Amended and Restated 1997 Non-Employee Director Stock Option Plan (the "Plan") Gentlemen: We have acted as counsel for Acorn Products, Inc., a Delaware corporation ("Acorn"), in connection with the Registration Statement on Form S-8 (the "Registration Statement"), filed by Acorn with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to the registration of an additional 300,000 shares of Acorn Common Stock, without par value (the "Shares"), to be issued under the Plan. In connection with this opinion, we have examined such corporate records, documents and other instruments of Acorn as we have deemed necessary. Based on the foregoing, we are of the opinion that the Shares will, when issued and paid for in accordance with the provisions of the Plan, be legally issued, fully paid and nonassessable, and entitled to the benefits of the Plan. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Porter, Wright, Morris & Arthur LLP PORTER, WRIGHT, MORRIS & ARTHUR LLP