EX-5 4 d27590_ex5.txt OPINION OF MERRICK & KLIMEK, P.C. Exhibit 5 December 27, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Registration Statement on Form S-8 Relating to the CTI Industries Corporation 1999 Stock Option Plan (the "Plan") Ladies and Gentlemen: As legal counsel for CTI Industries Corporation, an Illinois corporation (the "Company"), we are rendering this opinion in connection with the preparation and filing of a registration statement on Form S-8 (the "Registration Statement") relating to the registration under the Securities Act of 1933, as amended, of 133,333 shares of Common Stock, no par value (the "Common Stock") subject to issuance upon exercise of options granted under the CTI Industries Corporation 1999 Stock Option Plan. We have examined such instruments, documents and records as we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Based on such examination, we are of the opinion that the shares of Common Stock of the Company being registered pursuant to the Registration Statement are duly authorized shares of Common Stock which, when sold, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement. This opinion is to be used only in connection with the Plan and the issuance of the Common Stock while the Registration Statement is in effect. Respectfully submitted, /s/ Merrick & Klimek, P.C. MERRICK & KLIMEK, P.C. MK/cs