Exhibit 5


                        PORTER, WRIGHT, MORRIS & ARTHUR
                              41 South High Street
                              Columbus, Ohio 43215
                            Telephone: (614) 227-2000
                               Fax: (614) 227-2100


                                November 16, 1998


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

      Re: Registration Statement on Form S-8
          Rocky Shoes & Boots, Inc. Amended and Restated 1995 Stock Option Plan
          (the "Plan")

Ladies and Gentlemen:

         We have acted as counsel for Rocky Shoes & Boots, Inc., an Ohio
corporation ("Rocky"), in connection with the Registration Statement on Form S-8
(the "Registration Statement"), filed by Rocky with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, with respect to the
registration of an additional 500,000 shares of Rocky Common Stock, no 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 the registrant 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
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                                PORTER, WRIGHT, MORRIS & ARTHUR