With respect to the Registration Statement on Form S-3 (Registration No. 333-165170) (the “Registration Statement”), including the prospectus constituting a part thereof, dated May 6, 2010, as supplemented by the final prospectus supplement dated May 10, 2010 (collectively, the “Prospectus”), 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 (i) 1,800,000 of the Company’s Common, without par value (the “Common Stock”) and attached preferred stock purchase rights (the “Rights”), and (ii) up to 270,000 additional shares of Common Stock, with attached Rights, pursuant to the over-allotment option granted by the Company to the underwriter for such public offering in the manner set forth in the Prospectus (the shares of Common Stock described in clauses (i) and (ii) are collectively referred to as the “Shares”), we advise you as follows:

We are counsel for the Company and have participated in the preparation of the Registration Statement and Prospectus. 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 Shares and Rights, the Prospectus, 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 the Shares covered by the Registration Statement shall have been issued and sold as described in the Registration Statement and Prospectus, the Shares will be validly issued, fully paid and nonassessable.

The Rights attached to the Shares 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 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).