Exhibit 5
January 15, 2007
D. E. XxXxxxx
X. X. Xxxxxx
X. X. Gurganous
X. X. Xxxxxxxxxxx
X. X. Xxxxxxxx, Xx.
As Voting Trustees under the
Voting Trust Agreement relating
to shares of Common Stock of
Graybar Electric Company, Inc.
00 Xxxxx Xxxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Dear Sirs:
We refer to (i) the Voting Trust Agreement, to be dated as of March
16, 2007 (the "Voting Trust Agreement") and entered into by holders of shares
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of common stock, par value $1 per share (the "Common Stock"), of Graybar
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Electric Company, Inc., a New York corporation (the "Company"), the Company
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and you, as voting trustees (the "Voting Trustees"), and (ii) the Registration
Statement on Form S-1 (the "Registration Statement") under the Securities Act
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of 1933, as amended (the "Securities Act"), to be filed with the Securities
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and Exchange Commission (the "Commission") by the Voting Trustees relating to
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voting trust interests (the "Voting Trust Interests") to be issued pursuant to
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the Voting Trust Agreement.
We have examined the Voting Trust Agreement and the form of voting
trust certificates evidencing the Voting Trust Interests set forth therein. We
have also examined originals, or certified or photostatic copies, of such
records of the Company and the Voting Trustees and such other documents as we
have deemed relevant and necessary as the basis for the opinions set forth
below. In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such copies.
Based upon our examination mentioned above, subject to the
assumptions stated and relying upon the statements of fact contained in the
documents that we have examined, we are of the opinion that the Voting Trust
Agreement, when duly executed and delivered by one or more holders of shares
of Common Stock of the Company, the Voting Trustees and the
Grabar Electric Company, Inc.
January 15, 2007
Page 2
Company, will be a valid and legal agreement of the parties thereto under the
laws of the State of New York and that the Voting Trust Interests, when issued
in accordance with the provisions of the Voting Trust Agreement, will be
validly and legally issued.
We consent to the filing of this opinion letter as Exhibit 5 to the
Registration Statement and to the reference to our firm appearing under the
caption "Legal Matters" in the Prospectus that forms a part of the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act or the General Rules and Regulations of the Commission.
Very truly yours,
/s/ Winston & Xxxxxx LLP
