EXIBIT
5
Baker
& Daniels llp
600 E.
96th Street
Suite 600
Indianapolis,
Indiana 46240
March 19,
2008
Hurco
Companies, Inc.
One
Technology Way
Indianapolis,
Indiana 46268
Re: Registration
Statement on Form S-8
Ladies
and Gentlemen:
We have
acted as counsel to Hurco Companies, Inc., an Indiana corporation (the
“Company”), in connection with the preparation and filing with the Securities
and Exchange Commission (the “Commission”) of the Company’s Registration
Statement on Form S-8 (the “Registration Statement”) under the Securities Act of
1933 (the “Act”), registering the offer and sale of up to 750,000 shares
(the “Shares”) of the Company’s Common Stock, no par value, pursuant to the
Hurco Companies, Inc. 2008 Equity Incentive Plan (the "2008 Plan").
We have
examined the Registration Statement, the Restated Articles of Incorporation and
Restated By-Laws of the Company, minutes of the proceedings of the Company’s
Board of Directors authorizing the issuance of the Shares, and such other
documents as we have considered necessary. We have also examined a
certificate of the Secretary of the Company dated the date hereof (the
“Certificate”). In such examination, we have assumed, without
independent investigation, the genuineness of all signatures, the legal capacity
of all individuals who have executed any of the aforesaid documents, the
authenticity of all documents submitted to us as originals, the conformity with
originals of all documents submitted to us as copies (and the authenticity of
the originals of such copies), and that all public records reviewed are accurate
and complete. As to factual matters, we have relied on the
certifications, statements or representations of the Company (including the
Certificate) and have not independently verified the matters stated
therein.
Based on
the foregoing, we are of the opinion that the Shares have been duly authorized
and, when the Registration Statement shall have become effective and the Shares
have been issued in accordance with the 2008 Plan, the Shares will be
validly issued, fully paid and nonassessable.
This
opinion letter is solely for the use of the Company in connection with the
Registration Statement. This opinion may not be relied on by any
other person or in any other connection without our prior written
approval. This opinion is limited to the matters set forth herein,
and no other opinion should be inferred beyond the matters expressly
stated.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not thereby concede that we
are within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission
thereunder.
Very
truly yours,
/s/ BAKER
& DANIELS LLP