Schult Homes Corp – ‘S-8’ on 3/20/96 – EX-5.

As of:  Wednesday, 3/20/96   ·   Effective:  4/8/96   ·   Accession #:  912057-96-4784   ·   File #:  333-01819

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           23     87K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.       Instrument Defining the Rights of Security Holders     7     23K 
 3: EX-5.       Opinion re: Legality                                   2      8K 
 4: EX-23       Consent of Experts or Counsel                          1      6K 

EX-5.   —   Opinion re: Legality

EX-5
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                                                           EXHIBIT 5

[BAKER & DANIELS LETTERHEAD]    

March 15, 1996                                                                  

Schult Homes Corporation                                                        
P.O. Box 151                                                                    
Middlebury, IN 46540                                                            

RE: OPINION AND CONSENT                                               

Gentlemen and Ladies:                                                           

 We are counsel for Schult Homes Corporation (the "Company"), an Indiana
corporation. We have examined the corporate records and proceedings of the      
Company with respect to (a) the organization of the Company, and (b) the        
legal sufficiency of all corporate proceedings of the Company taken in          
connection with the authorization, reservation for issuance, validity and       
non-assessability of the 300,000 common shares of the Company (the "Common      
Shares") that may be issued under the Company's 1995 Share Incentive Plan (the  
"Plan"). The offering of the 300,000 Common Shares is being registered pursuant 
to the Company's Registration Statement on Form S-8 (the "Registration          
Statement"), in connection with which this opinion is given.                    

Based upon such examination, we are of the opinion that:            

1. The Company is a duly organized and validly existing corporation 
under the laws of the State of Indiana.                                         

   2. The Company is duly qualified to do business in each State where its
activities require such qualification.                                          

  3. When the Registration Statement shall have become effective and the
Common Shares offered pursuant thereto have been issued and sold in accordance  
with the  terms of the Plan, such common Shares will be validly authorized,     
legally issued and fully paid and non-assessable.                               

EX-5
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Schult Homes Corporation                -2-                  March 15, 1996     

We consent to the filing of this opinion as an exhibit to the         
Registration Statement and to the reference to this firm under the hearing      
"Interest of Counsel" contained in the Registration Statement. In giving such   
consent, we do not admit that we come within the category of persons whose      
consent is required under Section 7 of the Securities Act of 1933, as           
amended, or the rules or regulations of the Securities and Exchange             
Commission thereunder.                                                          

               Yours very truly,

             Baker & Daniels

Dates Referenced Herein

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Effective on:		4/8/96							None on these Dates
Filed on:		3/20/96
		3/15/96		1		2
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