Exhibit 5.1

                               September 10, 1997

Rocky Shoes & Boots, Inc.
39 East Canal Street
Nelsonville, Ohio  45764

Gentlemen:

        With respect to the Registration Statement on Form S-2 (the
"Registration Statement") being filed by Rocky Shoes & Boots, Inc. (the
"Company") under the Securities Act of 1933, as amended, relating to the
registration of 1,370,000 common shares of the Company, no par value (the
"Shares"), which includes 255,000 shares which may be issued for the purpose of
covering overallotments, we advise you as follows:

        We are counsel for the Company and have participated in the preparation
of the Registration Statement. We have reviewed the Company's Amended and
Restated Certificate of Incorporation, as amended to date, the corporate action
taken to date in connection with the Registration Statement and the issuance and
sale of the Shares, and such other documents and authorities as we deem relevant
for the purpose of this opinion.

        Based upon the foregoing, we are of the opinion that, upon compliance
with the Securities Act of 1933, as amended, and with the securities or "blue
sky" laws of the states in which the Shares are to be offered for sale, and
delivery of the Shares to the underwriters against payment therefor in
accordance with the terms of the underwriting agreements to be entered into
between the Company and the underwriters, the Shares will be validly issued,
fully paid and nonassessable.

        We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.

                                            Very truly yours,

                                            /s/ PORTER, WRIGHT, MORRIS & ARTHUR

                                            PORTER, WRIGHT, MORRIS & ARTHUR