EXHIBIT 5
Published on May 20, 1998
Exhibit 5
Morgan, Lewis & Bockius LLP
Counselors at Law
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6993
Telephone: (215) 963-5000
Fax: (215) 963-5299
May 20, 1998
SunSource Inc.
3000 One Logan Square
Philadelphia, PA 19103
Re: SunSource Inc.
Registration Statement on Form S-8 Relating to the SunSource Inc.
Stock Compensation Plan for Non-Employee Directors
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Ladies and Gentlemen:
We have acted as counsel to SunSource Inc., a Delaware corporation (the
"Company"), in connection with the preparation of a registration statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act"),
relating to 75,000 shares of the Company's common stock, par value $.01 per
share (the "Common Shares"), issuable under the SunSource Inc. Stock
Compensation Plan for Non-Employee Directors (the "Plan"). We have examined such
certificates, records, statutes and other documents as we have deemed relevant
in rendering this opinion. As to matters of fact, we have relied on
representations of officers of the Company. In our examination, we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
Based on the foregoing, it is our opinion that the Common Shares issuable under
the Plan will be, when issued in accordance with the terms of the Plan, validly
issued, fully paid and nonassessable shares of Common Stock.
The opinion set forth above is limited to the Delaware General Corporation Law.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP