EX-5 2 a08-13126_1ex5.htm EX-5



May 8, 2008


Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C.  20549




Beacon Roofing Supply, Inc. – Registration of





Common Stock, Par Value $.01 Per Share, on Form S-8




Ladies and Gentlemen:


I am the Senior Vice President, General Counsel & Secretary of Beacon Roofing Supply, Inc., a Delaware corporation (the “Company”).  I am rendering this opinion in connection with the Company’s filing of a Registration Statement on Form S-8 (the “Registration Statement”) covering 1,750,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable under the Beacon Roofing Supply, Inc. 2004 Stock Plan (As Amended and Restated Effective October 22, 2007) (the “Plan”).


In that connection, I have examined such documents and have made such factual and legal investigations as I have deemed necessary or appropriate for the purpose of this opinion.


Based upon the foregoing, it is my opinion that those shares of Common Stock covered by the Registration Statement that are issued in accordance with the terms of the Plan will be legally issued, fully paid and non-assessable.


The foregoing opinion is limited to the General Corporation Law of the State of Delaware, which includes those statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws, and I express no opinions with respect to the laws of any other jurisdiction.  The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.


I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement.








Very truly yours,
























/s/ Ross D. Cooper







Ross D. Cooper