Porter
Wright
Morris
& Arthur LLP
Suites
2800-3200
Columbus,
Ohio 43215-6194
CINCINNATI
CLEVELAND
COLUMBUS
DAYTON
NAPLES
WASHINGTON,
DC
April 30,
2010
Rocky
Brands, Inc.
39 East
Canal Street
Nelsonville,
Ohio 45764
Ladies
and Gentlemen:
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”), and attached preferred stock
purchase rights (the “Rights”), 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 Rights,
and such other documents and authorities as we deem relevant for the purpose of
this opinion.
We have assumed the legal capacity of
all natural persons and (except to the extent expressly opined on herein and
with respect to parties other than the Company) that all documents, agreements
and instruments have been duly authorized, executed and delivered by all parties
thereto, that all such parties are validly existing and in good standing under
the laws of their respective jurisdictions of organization, that all such
parties had the power and legal right to execute and deliver all such documents,
agreements and instruments, and that such documents, agreements and instruments
are legal, valid and binding obligations of such parties, enforceable against
such parties in accordance with their respective terms. Additionally,
we have assumed for purposes of this letter and the opinion given in paragraph 2
below that the law of Illinois is substantially the same as the law of
Ohio.
Based upon the foregoing and in
reliance thereon, we are of the opinion that:
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1.
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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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Rocky
Brands, Inc
April 30,
2010
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2.
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The
Rights attached to the Common Stock have been duly authorized, and when
issued pursuant to the Rights Agreement, dated as of June 11, 2009, as may
be amended from time to time, between the Company and Computershare Trust
Company, N.A., will be the valid and binding obligations of the Company
under the applicable internal laws of the State of Illinois, enforceable
against the Company in accordance with their terms, except to the extent
that enforcement thereof may be limited by applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium,
receivership or other laws relating to or affecting creditors’ rights
generally, and to general principles of equity (regardless of whether
enforcement is sought in a proceeding at law or in
equity).
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We are opining herein only as to the
effect of the federal laws of the United States, the General Corporation Law of
the State of Ohio, and the applicable internal laws of the State of Illinois,
and we express no opinion with respect to the applicability thereto, or the
effect thereon, of the laws of any other jurisdiction.
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
