Axia Inc – ‘S-4/A’ on 10/13/98 – EX-5

As of:  Tuesday, 10/13/98   ·   Accession #:  899243-98-1867   ·   File #:  333-64555

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment #1 to Form S-4                             185    994K 
 2: EX-5        Notes Opinion of Bracewell & Patterson LLP             2     12K 
 3: EX-8        Tax Opinion of Bracewell & Patterson LLP               2      8K 

EX-5   —   Notes Opinion of Bracewell & Patterson LLP

EX-5
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                                                                       EXHIBIT 5

[BRACEWELL & PATTERSON LETTERHEAD]                                              

October 13, 1998    

AXIA Incorporated                                                               
100 West 22nd Street                                                            
Suite 134                                                                       
Lombard, Illinois 60148                                                         

Ladies and Gentlemen:                                                           

We have acted as counsel to AXIA Incorporated (the "Company"), a Delaware       
corporation, in connection with the offer by the Company to exchange $1,000     
principal amount at final maturity of its 10 3/4% Exchange Senior Subordinated  
Notes due 2008 (the "Exchange Notes") for each $1,000 principal amount at final 
maturity of its 10 3/4% Senior Subordinated Notes due 2008 (the "Original       
Notes"), of which an aggregate of $100,000,000 principal amount is outstanding  
(the "Exchange Offer"). The Company has filed with the Securities and Exchange  
Commission (the "Commission") a registration statement on Form S-4 (Registration
No. 333-64555) with respect to the Exchange Offer (the "Registration            
Statement"), under the Securities Act of 1933, as amended (the "Securities      
Act").                                                                          

We have examined originals or copies certified by officers of the Company of (a)
the Indenture, as supplemented and amended, dated as of July 22, 1998 (the      
"Indenture"), by and between the Company and State Street Bank and Trust, as    
Trustee (the "Trustee"), pursuant to which the Original Notes were issued and   
the Exchange Notes will be issued, (b) the Articles of Incorporation, as        
amended, of the Company, (c) the Bylaws of the Company, (d) certified copies of 
certain resolutions adopted by the Board of Directors of the Company, and (e)   
such other documents and records as we have deemed necessary and relevant for   
the purposes hereof.  In addition, we have relied on certificates of officers of
the Company and of public officials and others as to certain matters of fact    
relating to this opinion and have made such investigations of law as we have    
deemed necessary and relevant as a basis hereof.  We have assumed the           
genuineness of all signatures, the authenticity of all documents and records    
submitted to us as copies, the conformity to authentic original documents and   
records of all documents and records submitted to us as copies, and the         
truthfulness of all statements of fact contained therein.  We have also assumed 
the due execution and delivery of the Indenture by a duly authorized officer of 
the Trustee.                                                                    

EX-5
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AXIA Incorporated                                                               
October 13, 1998                                                                
Page 2                                                                          

Based on the foregoing, subject to the limitations, assumptions and             
qualifications set forth herein, and having due regard for such legal           
considerations as we deem relevant, we are of the opinion that:                 

   1.   the Company is a corporation duly incorporated, validly existing and
 in good standing under the laws of the State of Delaware; and

     2.   the Original Notes and the Exchange Notes have been validly authorized
   and issued, and (subject to the Registration Statement becoming
          effective, the Indenture being qualified under the Trust Indenture Act
          of 1939 and any state securities or Blue Sky laws being complied with)
          when (i) the Exchange Notes have been duly executed by duly authorized
   officers of the Company, (ii) the Exchange Notes have been duly
   authenticated by the Trustee under the Indenture, and (iii) the
        Original Notes have been validly tendered and not withdrawn and have
         been received and accepted by the Company, all in accordance with the
terms of the Exchange Offer as set forth in the Registration
     Statement, the Exchange Notes issued in exchange for the Original
    Notes in accordance with the terms of the Exchange Offer will be
          validly issued and legally binding obligations of the Company entitled
to the benefits of the Indenture.                           

We advise you that members of this firm own less than 1.0% of the outstanding   
common stock of AXIA Group, Inc., the parent corporation of the Company.        

We hereby consent to the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement and to the references to our firm under the       
heading "Legal Matters" in the Prospectus included in the Registration          
Statement.  By giving such consent, we do not admit that we are experts with    
respect to any part of the Registration Statement, including this Exhibit,      
within the meaning of the term "expert" as used in the Securities Act or the    
rules and regulations thereunder.                                               

Very truly yours,   

         Bracewell & Patterson, L.L.P.

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/13/98		1		2			None on these Dates
		7/22/98		1
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