McDonald & Co Investments Inc – ‘S-8’ on 9/3/97 – EX-5.1

As of:  Wednesday, 9/3/97   ·   Effective:  9/3/97   ·   Accession #:  950152-97-6390   ·   File #:  333-34889

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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         McDonald & Company Investments, Inc. Form S-8          8     35K 
 2: EX-4.4      Instrument Defining the Rights of Security Holders     2      8K 
 3: EX-4.6      Instrument Defining the Rights of Security Holders     5     27K 
 4: EX-5.1      Opinion re: Legality                                   1      8K 
 5: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     EXHIBIT 5.1

August 29, 1997   

McDonald & Company Investments, Inc.                                            
McDonald Investment Center, 21st Floor                                          
800 Superior Avenue                                                             
Cleveland, Ohio  44114                                                          

                 We are familiar with the proceedings taken and proposed to be
taken by McDonald & Company Investments, Inc., a Delaware corporation (the      
"Company"), with respect to 100,000 shares of Common Stock, par value $.01 per  
share (the "Shares"), of the Company, to be offered and sold from time to time  
pursuant to the McDonald & Company Investments, Inc. 1995 Stock Option Plan for 
Non-Officer Directors (the "Plan"). As counsel for the Company, we have         
assisted in the preparation of a Registration Statement on Form S-8 (the        
"Registration Statement") to be filed by the Company with the Securities and    
Exchange Commission to effect the registration of the Shares under the          
Securities Act of 1933, as amended.                                             

                  In this connection, we have examined the Company's Amended and
Restated Certificate of Incorporation and By-Laws, records of proceedings of the
Board of Directors and stockholders of the Company, and such other records and  
documents as we have deemed necessary or advisable to render the opinion        
contained herein. Based upon our examination and inquiries, we are of the       
opinion that the Shares are duly authorized and, when issued pursuant to the    
terms and conditions of the Plan, will be validly issued, fully paid and        
nonassessable.                                                                  

       This opinion is intended solely for your use in the
above-described transaction and may not be reproduced, filed publicly, or relied
upon by any other person for any purpose without the express written consent of 
the undersigned.                                                                

              This opinion is limited to matters of the Delaware General
Corporation Law, and we express no view as to the effect of any other law on the
opinion set forth herein.                                                       

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement.                                                  

                   Very truly yours,

                               CALFEE, HALTER & GRISWOLD LLP

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		9/3/97		None on these Dates
		8/29/97
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