Porter Wright
Morris & Arthur LLP
41 South High Street
Suites 2800-3200
Columbus, Ohio 43215-6194
  
  
March 3, 2010
     
Direct: 614-227-2059
  
Rocky Brands, Inc.
Fax:  614-227-2100
  
39 East Canal Street
Toll free:  800-533-2794
  
Nelsonville, Ohio  45764
     
   
Ladies and Gentlemen:
     
www.porterwright.com
 
 
CINCINNATI
CLEVELAND
COLUMBUS
DAYTON
NAPLES
WASHINGTON, DC
  
With respect to the Registration Statement on Form S-3 (the “Registration Statement”) being filed with the Securities and Exchange Commission by Rocky Brands, Inc., an Ohio corporation (the “Company”), under the Securities Act of 1933, as amended, relating to the registration of an aggregate of $50,000,000 of shares of Common Stock of the Company, without par value (the “Common Stock”), 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 Second Amended and Restated Articles of Incorporation, as amended, the corporate action taken to date in connection with the Registration Statement and the registration of the Common Stock, and such other documents and authorities as we deem relevant for the purpose of this opinion.
 
Based upon the foregoing and in reliance thereon, we are of the opinion that when (a) the Board of Directors of the Company or a committee to whom the Board has delegated such authority shall have authorized the sale and issuance of the Common Stock, and (b) the shares of Common Stock shall have been issued and sold as described in the Registration Statement (including any prospectus supplement relating to share of Common Stock), and if in an underwritten public offering, in accordance with the terms of the applicable underwriting agreement and related agreements approved by the Board of Directors of the Company, those shares of Common Stock 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 LLP
     
   
PORTER WRIGHT MORRIS & ARTHUR LLP