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Exhibit
5
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Porter
Wright
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Morris
& Arthur LLP
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April
23, 2010
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Rocky
Brands, Inc.
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Columbus,
Ohio 43215-6194
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39
East Canal Street
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Nelsonville,
Ohio 45764
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Direct:
614-227-2059
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Fax: 614-227-2100
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Ladies
and Gentlemen:
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Toll
free: 800-533-2794
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www.porterwright.com
 CINCINNATI
CLEVELAND
COLUMBUS
DAYTON
NAPLES
WASHINGTON,
DC
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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.
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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.
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Very
truly yours,
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/s/
Porter Wright Morris & Arthur LLP
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PORTER
WRIGHT MORRIS & ARTHUR
LLP
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