EX-5 8 v198347_ex5.htm Unassociated Document
 
October 6, 2010
 
 
Stoneridge, Inc.
9400 East Market Street
Warren, OH 44484
 
Gentlemen:
 
We have acted as counsel to Stoneridge, Inc. (the “Company”) in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed on the date hereof by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, with respect to 8,510,000 Common Shares, without par value (the “Shares”), of the Company.
 
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”): (i) the Registration Statement; (ii) such corporate records of the Company that we have considered appropriate, including a copy of the Company’s Second Amended and Restated Articles of Incorporation and the Company’s Amended and Restated Code of Regulations, each as in effect on the date of this opinion; (iii) resolutions of the board of directors of the Company relating to the offering and sale of the Shares; and (iv) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinion expressed below.
 
Based on such examination, we are of the opinion that the Shares have been duly authorized and are now, and when sold in the manner contemplated by the Registration Statement will be, validly issued, fully paid and nonassessable.
 
We hereby consent to the filing of this opinion with the Commission as Exhibit 5 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the prospectus which is a part of the Registration Statement.
 
   
Yours very truly,
     
   
/s/ Baker & Hostetler LLP
     
   
Baker & Hostetler LLP