Exhibit 5
Porter Wright
Morris & Arthur LLP	April 23, 2010
41 South High Street
Suites 2800-3200	Rocky Brands, Inc.
Columbus, Ohio 43215-6194	39 East Canal Street
	Nelsonville, Ohio  45764
Direct: 614-227-2059
Fax:  614-227-2100	Ladies and Gentlemen:
Toll free:  800-533-2794
www.porterwright.com CINCINNATI CLEVELAND COLUMBUS DAYTON NAPLES WASHINGTON, DC	With respect to the Registration Statement on Form S-3 (the “Registration Statement”) being filed with the Securities and Exchange Commission by Rocky Brands, Inc., an Ohio corporation (the “Company”), under the Securities Act of 1933, as amended, relating to the registration of an aggregate of $50,000,000 of shares of Common Stock of the Company, without par value (the “Common Stock”), we advise you as follows: We are counsel for the Company and have participated in the preparation of the Registration Statement.  We have reviewed the Company’s Second Amended and Restated Articles of Incorporation, as amended, the corporate action taken to date in connection with the Registration Statement and the registration of the Common Stock, and such other documents and authorities as we deem relevant for the purpose of this opinion. Based upon the foregoing and in reliance thereon, we are of the opinion that when (a) the Board of Directors of the Company or a committee to whom the Board has delegated such authority shall have authorized the sale and issuance of the Common Stock, and (b) the shares of Common Stock shall have been issued and sold as described in the Registration Statement (including any prospectus supplement relating to share of Common Stock), and if in an underwritten public offering, in accordance with the terms of the applicable underwriting agreement and related agreements approved by the Board of Directors of the Company, those shares of Common Stock will be validly issued, fully paid and nonassessable.
	We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus included in the Registration Statement.
	Very truly yours,
	/s/ Porter Wright Morris & Arthur LLP
	PORTER WRIGHT MORRIS & ARTHUR LLP