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Exhibit
5.1
Reed
Smith LLP
Pittsburgh,
PA 15219-1886
412.288.3131
Fax 412.288.3063
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Email:
pgentile@reedsmith.com
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February
3, 2006
Matthews
International Corporation
Two
NorthShore Center
Pittsburgh,
PA 15212
Re: Registration
Statement on Form S-8
Gentlemen
and Ladies:
We
have
acted as special counsel to Matthews International Corporation (the "Company")
in connection with the preparation of a Registration Statement on Form S-8
(the
"Registration Statement") under the Securities Act of 1933, as amended (the
“Act”) relating to up to 395,562 shares of the Company’s Common Stock, par value
$1.00 per share (the “Common Stock”) which may be issued to directors of the
Company under the Company’s 1994 Directors Fee Plan (as amended, the "Plan").
The Plan provides that either authorized but unissued or reacquired shares
of
Common Stock may be issued under the Plan. In rendering our opinion below,
we
have assumed that any previously issued shares reacquired by the Company and
used under the Plan will have been duly authorized, validly issued and fully
paid at the time of their original issuance.
In
connection with this opinion, we have examined, among other things:
(1)
the
Restated Articles of Incorporation and By-laws of the Company;
(2)
resolutions adopted by the Board of Directors of the Company on
November 16, 2004 authorizing the issuance of additional shares of
Common Stock to be reserved for issuance under the Plan;
(3)
the
Plan, as currently in effect; and
(4)
a
certification confirming the approval by the shareholders of the Company on
February 17, 2005 of the Board of Director’s authorization to issue additional
shares under the Plan.
Based
upon the foregoing and upon an examination of such other documents, corporate
proceedings, statutes, decisions and questions of law as we considered necessary
in order to enable us to furnish this opinion, and subject to the assumptions
set forth above, we are pleased to advise you that in our
opinion:
MUNICH
u
PRINCETON u
FALLS CHURCH u
WILMINGTON u
NEWARK u
MIDLANDS, U.K. u
CENTURY CITY u
RICHMOND u
LEESBURG
reedsmith.com
(a)
The
Company has been duly incorporated and is a corporation presently subsisting
under the laws of the Commonwealth of Pennsylvania; and
(b)
The
shares of Common Stock being registered and which may be issued or amended
by
the Company pursuant to the provisions of the Plan have been duly authorized,
and upon such issuance in accordance with the provisions of the Plan such shares
will be validly issued, fully paid and nonassessable.
We
hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Act.
PDG,
Jr.