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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950137-02-001005.txt : 20020415
<SEC-HEADER>0000950137-02-001005.hdr.sgml : 20020415
ACCESSION NUMBER:		0000950137-02-001005
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020301
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CTS CORP
		CENTRAL INDEX KEY:			0000026058
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRONIC COMPONENTS & ACCESSORIES [3670]
		IRS NUMBER:				350225010
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04639
		FILM NUMBER:		02564646

	BUSINESS ADDRESS:	
		STREET 1:		905 W BLVD N
		CITY:			ELKHART
		STATE:			IN
		ZIP:			46514
		BUSINESS PHONE:		2192937511

	MAIL ADDRESS:	
		STREET 1:		905 W BLVD NORTH
		CITY:			ELKHART
		STATE:			IN
		ZIP:			46514
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>c67815e8-k.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    FORM 8-K




                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



Date of Report (Date of Earliest Event Reported): March 1, 2002 (March 1, 2002)





                                 CTS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)







         Indiana                       1-4639                    35-0225010
(State or Other Jurisdiction   (Commission File Numbers)       (I.R.S.Employer
        of Incorporation)                                   Identification Nos.)


905 West Boulevard North
Elkhart, Indiana                                                    46514
(Address of Principal Executive Offices)                          (Zip Code)



Registrants' Telephone Number, Including Area Code:  (574) 293-7511




- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





<PAGE>


Item 5.           OTHER EVENTS.


                           On March 1, 2002, CTS Corporation (the "Company")
                  filed a prospectus supplement with the Securities and Exchange
                  Commission relating to the sale of 1,000,000 shares of its
                  Common Stock to an institutional investor pursuant to a
                  previously filed shelf registration statement on Form S-3
                  (Reg. No. 333-90697). In connection therewith, the opinion of
                  counsel is filed herewith and is attached as an exhibit.

                           This Current Report on Form 8-K shall not constitute
                  an offer to sell or the solicitation of an offer to buy, nor
                  shall there be any sale of these securities in any state in
                  which such offer, solicitation, or sale would be unlawful
                  prior to the registration or qualification under the
                  securities laws of any such state.



Item 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS.

                  (a)      Financial Statements of Business Acquired.
                           Not applicable.


                  (b)      Pro Forma Financial Information. Not applicable.


                  (c)      Exhibits.



                  The following exhibits are filed with this report:



                  Exhibit No.       Exhibit Description

                      5.1           Opinion of Richard G. Cutter, Esq., Vice
                                    President, Secretary and General Counsel of
                                    the Company




<PAGE>




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                         CTS CORPORATION




                                             /s/ Richard G. Cutter
                                             -----------------------------------
                                         By:     Richard G. Cutter
                                                 Vice President, Secretary and
                                                 General Counsel


Date:  March 1, 2002



<PAGE>


                                  EXHIBIT INDEX



Exhibit No.                Exhibit Description

     5.1                   Opinion of Richard G. Cutter, Esq.,  Vice President,
                           Secretary and General Counsel of the Company





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>c67815ex5-1.txt
<DESCRIPTION>OPINION OF RICHARD G. CUTTER
<TEXT>
<PAGE>


                                                                     Exhibit 5.1

                                 CTS CORPORATION
                            905 West Boulevard North
                             Elkhart, Indiana 46514

                                  March 1, 2002


CTS CORPORATION
905 West Boulevard North
Elkhart, Indiana  46514



         Re:  Sale of 1,000,000 Shares of Common Stock, without par value



Ladies and Gentlemen:

         I am Vice President, Secretary and General Counsel of CTS Corporation,
an Indiana corporation (the "Company"), and have acted as counsel to the Company
in connection with the issuance and sale of 1,000,000 shares of Common Stock,
without par value, of the Company (the "Shares") to an institutional investor.

         In rendering this opinion, I have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to my satisfaction, and matters of law as I have deemed necessary for
purposes of this opinion. Based upon the foregoing and subject to the
qualifications and limitation stated herein, I am of the opinion that the Shares
are duly authorized and, when issued and delivered against payment of the
consideration therefor, will be validly issued, fully paid, and nonassessable.

         In rendering the foregoing opinion, I have relied as to certain factual
matters upon certificates of officers of the Company, and I have not
independently checked or verified the accuracy of the statements contained
therein. In rendering the foregoing opinion, my examination of matters of law
has been limited to the laws of the State of Indiana, including the applicable
provisions of the Indiana Constitution, as in effect on the date hereof.

         I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Current Report on Form 8-K in order to supplement the Registration Statement No.
333-90697 on Form S-3 (the "Registration Statement") filed by the Company to
effect registration of the Shares under the Securities Act of 1933 (the "Act")
and to the reference to me under the caption "Legal Matters" in the Prospectus
constituting a part of such Registration Statement. In giving such consent, I do
not thereby admit that I am included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                Very truly yours,

                              /s/ Richard G. Cutter



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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