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Form of Opinion (McGuire Woods)

Category: Securities

FORM OF OPINION OF McGUIREWOODS LLP

[McGUIREWOODS LLP LETTERHEAD]

[ _____________________ , 2007]

Board of Directors
Hamilton Beach, Inc.
4421 Waterfront Drive
Glen Allen, Virginia 23060

Ladies and Gentlemen:

We have acted as counsel to Hamilton Beach, Inc. (the “Company”) in connection with the Registration Statement on Form S-1 (333-_________) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission, to register under the Securities Act of 1933, as amended (the “Act”), the distribution of up to # shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), and up to # shares of the Company’s Class B Common Stock, par value $0.01 per share (together with the Class A Common Stock, the “Shares”).

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