sv8

BRADY CORPORATION

/s/ Thomas J. Felmer\n

\nThomas J. Felmer,\n

Senior Vice President and
\nChief Financial Officer

\n\n

Registration No. 333-_______\n

\n\n\n

As filed with the Securities and Exchange Commission on September 28, 2011\n

\n\n

\n\n\n\n\n

UNITED STATES
\nSECURITIES AND EXCHANGE COMMISSION\n

\n\n

Washington, D.C. 20549\n

\n\n

FORM S-8\n

\n\n\n

REGISTRATION STATEMENT
\nUNDER
\nTHE SECURITIES ACT OF 1933\n

\n\n\n

\n\n

BRADY CORPORATION\n

\n\n

(Exact name of registrant as specified in its charter)

\n\n\n

\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n


WISCONSIN \n(State or other jurisdiction of \nincorporation or organization)\n		39-0178960 \n(I.R.S. Employer \nIdentification No.)

6555 West Good Hope Road
P.O. Box 571
Milwaukee, Wisconsin\n		53201-0571
(Address of Principal Executive Offices)\n		(Zip Code)

\n\n

BRADY CORPORATION
\n2012 OMNIBUS INCENTIVE STOCK PLAN

\n\n

(Full title of the plan)

\n\n

\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n \n \n \n\n


THOMAS J. FELMER\n		Copy to:
Senior Vice President and Chief Financial Officer \nBrady Corporation \n6555 West Good Hope Road \nP.O. Box 571 \nMilwaukee, Wisconsin 53201-0571\n		HOYT R. STASTNEY, ESQ. \nQuarles & Brady LLP \n411 East Wisconsin Avenue \nMilwaukee, Wisconsin 53202

\n\n

(Name and address of agent for service)

\n\n

(414) 358-6600
\n(Telephone number, including area code, of agent for service)

\n\n\n

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated\nfiler, a non-accelerated filer, or a smaller reporting company. See the definitions of “large\naccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the\nExchange Act.\n

\n\n\n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n


Large accelerated filer þ\n	Accelerated filer o\n	Non-accelerated filer o\n	Smaller reporting company. o
\n		(Do not check if a smaller reporting company)

\n\n\n

CALCULATION OF REGISTRATION FEE\n

\n\n

\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n \n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n\n\n

Proposed

Maximum

Amount of

Title of Securities

Amount to be

Offering Price

Aggregate

Registration

to be Registered (1)

Registered (1)

Per Share

Offering Price

Fee

Class A Nonvoting\nCommon Stock,\npar value $.01 per\nshare

5,500,000 shares

)

146,740,000

(2)

17,037

\n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n\n


(1)		The Brady Corporation 2012 Omnibus Incentive Stock Plan (the “Plan”) provides for the\nissuance of up to 5,500,000 shares of Class A Nonvoting Common Stock, par value $0.01 per\nshare (“Class A Common Stock”).

		In addition to the shares set forth in the table, pursuant to Rule 416 under the Securities\nAct of 1933 (the “Securities Act”), the amount to be registered includes an indeterminate\nnumber of shares of Class A Common Stock that may become issuable as a result of stock\ndividends, stock splits or similar transactions, as provided in the Plan.

(2)		Estimated solely for the purpose of calculating the registration fee pursuant to Rule\n457(h) under the Securities Act, at the rate of $116.10 per million, based upon $26.68 per\nshare, which is the average of the high and low sales prices of the Registrant’s Class A\nCommon Stock on the New York Stock Exchange on September 23, 2011.

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PART I
\nINFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS\n

\n\n\n

Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or given to plan\nparticipants as specified by Rule 428(b)(1) under the Securities Act of 1933.\n

\n\n

PART II
\nINFORMATION REQUIRED IN THE REGISTRATION STATEMENT\n

\n\n\n

Item 3. Incorporation of Documents by Reference.\n

\n\n\n

The following documents filed by Brady Corporation (the “Registrant”) with the Securities and\nExchange Commission (the “Commission”) pursuant to Section 13 or 15(d) of the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), are incorporated herein by reference by the\nRegistrant:\n

\n\n

\n\n\n \n \n \n \n\n\n

•

Annual Report on Form 10-K of the Registrant for the year ended July 31, 2011.

\n\n

\n\n\n \n \n \n \n\n\n

•

Current Reports on Form 8-K of the Registrant filed September 2, 2011 and\nSeptember 15, 2011 (incorporated only with respect to the information disclosed\npursuant to Item 8.01).

\n\n

\n\n\n \n \n \n \n\n\n

•

That portion of the Registrant’s Registration Statement on Form 8-A that\ndescribes the Registrant’s Class A Nonvoting Common Stock in Item 1 thereof, which\nincorporates the description from the description of Registrant’s Capital Stock\ncontained in the Registrant’s Registration Statement on Form S-3 (Registration\nStatement No. 333-04155), as updated by the description of Registrant’s Capital\nStock contained in the Registrant’s Registration Statement on Form S-3/A\n(Registration Statement No. 333-128023), and including any future amendment or\nreport filed for the purpose of updating such description.

\n\n

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and\n15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that\nall securities offered hereby have been sold or which deregisters all securities then remaining\nunsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the\ndate of the filing of such documents.\n

\n\n

Any statement contained in a document incorporated or deemed to be incorporated by reference\nherein shall be deemed to be modified or superseded for purposes hereof to the extent that a\nstatement contained herein or in any other subsequently filed document which also is or is deemed\nto be incorporated by reference herein modifies or supersedes such statement. Any statement so\nmodified or superseded shall not be deemed, except as so modified or superseded, to constitute a\npart hereof.\n

\n\n

Item 4. Description of Securities.\n

\n\n\n

Not applicable. See third bullet point in Item 3 above.\n

\n\n

- 1 -\n

\n\n

Item 5. Interests of Named Experts and Counsel.\n

\n\n\n\n

None.\n

\n\n

Item 6. Indemnification of Directors and Officers.\n

\n\n\n

The Registrant is incorporated under the Wisconsin Business Corporation Law (“WBCL”). Under\nSection 180.0851(1) of the WBCL, the Registrant is required to indemnify a director or officer, to\nthe extent such person is successful on the merits or otherwise in the defense of a proceeding, for\nall reasonable expenses incurred in the proceeding if such person was a party because he or she was\na director or officer of the Registrant. In all other cases, the Registrant is required by Section\n180.0851(2) of the WBCL to indemnify a director or officer against liability incurred in a\nproceeding to which such person was a party because he or she was an officer or director of the\nRegistrant, unless it is determined that he or she breached or failed to perform a duty owed to the\nRegistrant and the breach or failure to perform constitutes: (i) a willful failure to deal fairly\nwith the Registrant or its shareholders in connection with a matter in which the director or\nofficer has a material conflict of interest; (ii) a violation of criminal law, unless the director\nor officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to\nbelieve his or her conduct was unlawful; (iii) a transaction from which the director or officer\nderived an improper personal profit; or (iv) willful misconduct. Section 180.0858(1) of the WBCL\nprovides that, subject to certain limitations, the mandatory indemnification provisions do not\npreclude any additional right to indemnification or allowance of expenses that a director or\nofficer may have under the Registrant’s articles of incorporation, bylaws, a written agreement or a\nresolution of the board of directors or shareholders.\n

\n\n

Section 180.0859 of the WBCL provides that it is the public policy of the State of Wisconsin\nto require or permit indemnification, allowance of expenses and insurance to the extent required or\npermitted under Sections 180.0850 to 180.0858 of the WBCL for any liability incurred in connection\nwith a proceeding involving a federal or state statute, rule or regulation regulating the offer,\nsale or purchase of securities.\n

\n\n

Section 180.0828 of the WBCL provides that, with certain exceptions, a director is not liable\nto a corporation, its shareholders, or any person asserting rights on behalf of the corporation or\nits shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities\narising from a breach of, or failure to perform, any duty resulting solely from his or her status\nas a director, unless the person asserting liability proves that the breach or failure to perform\nconstitutes any of the four exceptions to mandatory indemnification under Section 180.0851(2)\nreferred to above.\n

\n\n

Under Section 180.0833 of the WBCL, directors of the Registrant against whom claims are\nasserted with respect to the declaration of an improper dividend or other distribution to\nshareholders to which the directors assented are entitled to contribution from other directors who\nassented to such distribution and from shareholders who knowingly accepted the improper\ndistribution, as provided therein.\n

\n\n

The Registrant’s Bylaws contain provisions that generally parallel the indemnification\nprovisions of the WBCL and cover certain procedural matters not dealt with in the WBCL. Directors\nand officers of the Registrant are also covered by directors’ and officers’ liability insurance\nunder which they are insured (subject to certain exceptions and limitations specified in the\npolicy) against expenses and liabilities arising out of proceedings to which they are parties by\nreason of being or having been directors or officers.\n

\n\n

Item 7. Exemption From Registration Claimed.\n

\n\n\n\n

Not applicable.\n

\n\n

Item 8. Exhibits.\n

\n\n\n

See Exhibit Index following the Signatures page in this registration statement, which Exhibit\nIndex is incorporated herein by reference.\n

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- 2 -\n

\n\n

Item 9. Undertakings.\n

\n\n\n

\n\n\n \n \n \n \n\n\n

(a)

The undersigned Registrant hereby undertakes:

\n\n

\n\n\n \n \n \n \n\n\n

(1)

To file, during any period in which offers or sales are being\nmade, a post-effective amendment to this registration statement:

\n\n

\n\n\n \n \n \n \n\n\n

(i)

To include any prospectus required by Section\n10(a)(3) of the Securities Act of 1933;

\n\n

\n\n\n \n \n \n \n\n\n

(ii)

To reflect in the prospectus any facts or events\narising after the effective date of the registration statement (or the\nmost recent post-effective amendment thereof) which, individually or in\nthe aggregate, represent a fundamental change in the information set forth\nin the registration statement. Notwithstanding the foregoing, any\nincrease or decrease in volume of securities offered (if the total dollar\nvalue of securities offered would not exceed that which was registered)\nand any deviation from the low or high end of the estimated maximum\noffering range may be reflected in the form of prospectus filed with the\nCommission pursuant to Rule 424(b) if, in the aggregate, the changes in\nvolume and price represent no more than a 20% change in the maximum\naggregate offering price set forth in the “Calculation of Registration\nFee” table in the effective registration statement;

\n\n

\n\n\n \n \n \n \n\n\n

(iii)

To include any material information with respect to\nthe plan of distribution not previously disclosed in the registration\nstatement or any material change to such information in the registration\nstatement;

\n\n

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if\nthe information required to be included in a post-effective amendment by those paragraphs is\ncontained in reports filed with or furnished to the Commission by the Registrant pursuant to\nSection 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by\nreference in the registration statement.\n

\n\n

\n\n\n \n \n \n \n\n\n

(2)

That, for the purpose of determining any liability under the\nSecurities Act of 1933, each such post-effective amendment shall be deemed to\nbe a new registration statement relating to the securities offered therein,\nand the offering of such securities at that time shall be deemed to be the\ninitial bona fide offering thereof.

\n\n

\n\n\n \n \n \n \n\n\n

(3)

To remove from registration by means of a post-effective\namendment any of the securities being registered which remain unsold at the\ntermination of the offering.

\n\n

*****\n

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(5)

That, for the purpose of determining liability under the\nSecurities Act of 1933 to any purchaser:

\n\n

\n\n\n \n \n \n \n\n\n

(i)

If the Registrant is relying on Rule 430B:

\n\n\n

(A) Each prospectus filed by the Registrant pursuant to Rule\n424(b)(3) shall be deemed to be part of the registration statement as of\nthe date the filed prospectus was deemed part of and included in the\nregistration statement; and\n

\n\n

- 3 -\n

\n\n\n

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),\n(b)(5), or (b)(7) as part of a registration statement in reliance on Rule\n430B relating to an offering made pursuant to Rule 415(a)(1)(i),\n(vii), or (x) for the purpose of providing the information required by\nsection 10(a) of the Securities Act of 1933 shall be deemed to be part of\nand included in the registration statement as of the earlier of the date\nsuch form of prospectus is first used after effectiveness or the date of\nthe first contract of sale of securities in the offering described in the\nprospectus. As provided in Rule 430B, for liability purposes of the\nissuer and any person that is at that date an underwriter, such date shall\nbe deemed to be a new effective date of the registration statement\nrelating to the securities in the registration statement to which that\nprospectus relates, and the offering of such securities at that time shall\nbe deemed to be the initial bona fide offering thereof. Provided,\nhowever, that no statement made in a registration statement or prospectus\nthat is part of the registration statement or made in a document\nincorporated or deemed incorporated by reference into the registration\nstatement or prospectus that is part of the registration statement will,\nas to a purchaser with a time of contract of sale prior to such effective\ndate, supersede or modify any statement that was made in the registration\nstatement or prospectus that was part of the registration statement or\nmade in any such document immediately prior to such effective date; or\n

\n\n

\n\n\n \n \n \n \n\n\n

(ii)

If the Registrant is subject to Rule 430C, each\nprospectus filed pursuant to Rule 424(b) as part of a registration\nstatement relating to an offering, other than registration statements\nrelying on Rule 430B or other than prospectuses filed in reliance on Rule\n430A, shall be deemed to be part of and included in the registration\nstatement as of the date it is first used after effectiveness. Provided,\nhowever, that no statement made in a registration statement or prospectus\nthat is part of the registration statement or made in a document\nincorporated or deemed incorporated by reference into the registration\nstatement or prospectus that is part of the registration statement will,\nas to a purchaser with a time of contract of sale prior to such first use,\nsupersede or modify any statement that was made in the registration\nstatement or prospectus that was part of the registration statement or\nmade in any such document immediately prior to such date of first use.

\n\n

\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n

	(6)		That, for the purpose of determining liability of the\nRegistrant under the Securities Act of 1933 to any purchaser in the initial\ndistribution of the securities:

			The undersigned Registrant undertakes that in a primary offering of securities\nof the undersigned Registrant pursuant to this registration statement,\nregardless of the underwriting method used to sell the securities to the\npurchaser, if the securities are offered or sold to such purchaser by means of\nany of the following communications, the undersigned Registrant will be a\nseller to the purchaser and will be considered to offer or sell such securities\nto such purchaser:

\n\n

\n\n\n \n \n \n \n\n\n

(i)

Any preliminary prospectus or prospectus of the\nundersigned Registrant relating to the offering required to be filed\npursuant to Rule 424;

\n\n

\n\n\n \n \n \n \n\n\n

(ii)

Any free writing prospectus relating to the offering\nprepared by or on behalf of the undersigned Registrant or used or referred\nto by the undersigned Registrant;

\n\n

\n\n\n \n \n \n \n\n\n

(iii)

The portion of any other free writing prospectus\nrelating to the offering containing material information about the\nundersigned Registrant or its securities provided by or on behalf of the\nundersigned Registrant; and

\n\n

\n\n\n \n \n \n \n\n\n

(iv)

Any other communication that is an offer in the\noffering made by the undersigned Registrant to the purchaser.

\n\n

- 4 -\n

\n\n

\n\n\n

\n\n

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any\nliability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant\nto Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,\neach filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities\nExchange Act of 1934) that is incorporated by reference in the registration statement shall be\ndeemed to be a new registration statement relating to the securities offered therein, and the\noffering of such securities at that time shall be deemed to be the initial bona fide offering\nthereof.\n

\n\n

*****\n

\n\n\n

(h) Reference is made to the indemnification provisions described in Item 6 of this\nregistration statement.\n

\n\n

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be\npermitted to directors, officers and controlling persons of the Registrant pursuant to the\nforegoing provisions, or otherwise, the Registrant has been advised that in the opinion of the\nSecurities and Exchange Commission such indemnification is against public policy as expressed in\nthe Act and is, therefore, unenforceable. In the event that a claim for indemnification against\nsuch liabilities (other than the payment by the Registrant of expenses incurred or paid by a\ndirector, officer or controlling person of the Registrant in the successful defense of any action,\nsuit or proceeding) is asserted by such director, officer or controlling person in connection with\nthe securities being registered, the Registrant will, unless in the opinion of its counsel the\nmatter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the\nquestion whether such indemnification by it is against public policy as expressed in the Act and\nwill be governed by the final adjudication of such issue.\n

\n\n

- 5 -\n

\n\n\n\n

SIGNATURES\n

\n\n\n

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it\nhas reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and\nhas duly caused this registration statement to be signed on its behalf by the undersigned,\nthereunto duly authorized, in the City of Milwaukee, State of Wisconsin, on September 28, 2011.\n

\n\n\n \n \n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n

\n\n\n

POWER OF ATTORNEY\n

\n\n\n

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and\nappoints Frank M. Jaehnert, Thomas J. Felmer, and Krista J. Ebbens, and each of them, his or her\ntrue and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution,\nfor him or her and in his or her name, place and stead, in any and all capacities, to sign any and\nall amendments (including post-effective amendments) to this registration statement, and to file\nthe same, with all exhibits thereto, and other documents in connection therewith, with the\nSecurities and Exchange Commission, and any other regulatory authority, granting unto said\nattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and\nevery act and thing requisite and necessary to be done in and about the premises, as fully to all\nintents and purposes as he or she might or could do in person, hereby ratifying and confirming all\nthat said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or\ncause to be done by virtue hereof.\n

\n\n

Pursuant to the requirements of the Securities Act of 1933, this registration statement has\nbeen signed by the following persons in the capacities and on the date indicated.*\n


Signature		Title
/s/ Frank M. Jaehnert\n \nFrank M. Jaehnert\n		President and Chief Executive Officer; Director\n \n(Principal Executive Officer)

/s/ Thomas J. Felmer\n \nThomas J. Felmer\n		Senior Vice President and Chief Financial\nOfficer \n(Principal Financial Officer)

/s/ Kathleen M. Johnson\n \nKathleen M. Johnson\n		Vice President and Chief Accounting Officer\n \n(Principal Accounting Officer)

/s/ Bradley C. Richardson\n \nBradley C. Richardson\n		Director

/s/ Gary S. Balkema\n \nGary S. Balkema\n		Director

/s/ Chan W. Galbato\n \nChan W. Galbato\n		Director

/s/ Frank W. Harris\n \nFrank W. Harris\n		Director

/s/ Conrad G. Goodkind\n \nConrad G. Goodkind\n		Director

/s/ Patrick W. Allender\n \nPatrick W. Allender\n		Director

/s/ Elizabeth P. Pungello\n \nElizabeth P. Pungello\n		Director

\n\n\n\n\n\n\n \n \n \n\n\n \n \n \n\n\n


*		Each of the above signatures is affixed as of September 28, 2011.

\n\n\n

\n\n

S-1\n

\n\n\n\n

BRADY CORPORATION
\n(the “Registrant”)
\n(Commission File No. 001-14959)\n

\n\n\n

EXHIBIT INDEX\n

\n\n\n

TO\n

\n\n\n

FORM S-8 REGISTRATION STATEMENT\n

\n\n

\n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n\n\n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n\n


Exhibit		Incorporated Herein	Filed
Number	Description	by Reference To	Herewith

4.1\n	Restated Articles of Incorporation\nof the Registrant\n	Exhibit 4.1 to the\nRegistrant’s\nRegistration\nStatement on Form\nS-3 (Registration\nNo. 333-04155)

4.2\n	Bylaws of the Registrant, as amended\n	Exhibit 3.2 to the\nRegistrant’s\nCurrent Report on\nForm 8-K filed\nNovember 23, 2010

5\n	Opinion of Quarles & Brady LLP\n		X

23.1\n	Consent of Deloitte & Touche LLP\n		X

23.2\n	Consent of Quarles & Brady LLP\n		Contained in\nExhibit 5

24\n	Power of Attorney\n		Contained in\nSignatures page to\nthis Registration\nStatement

99.1\n	Brady Corporation 2012 Omnibus \nIncentive Stock Plan\n	Exhibit 10.38 to\nthe Registrant’s\nAnnual Report on\nForm 10-K filed\nSeptember 27, 2011

\n\n\n

\n\n

E-1\n

\n\n\n\n

EXHIBIT 5\n

\n\n\n

Quarles & Brady LLP
\n411 East Wisconsin Avenue
\nMilwaukee, WI 53202-4497
\nPhone: (414) 277-5000
\nFax: (414)271-3552
\nwww.quarles.com\n

\n\n

\n\n\n \n \n \n\n\n\n\n\n \n \n \n\n


\n		September 28, 2011

\n\n\n

Brady Corporation
\n6555 West Good Hope Road
\nP.O. Box 571
\nMilwaukee, Wisconsin 53201-0571\n\n

\n\n\n \n \n \n \n \n\n\n\n\n\n \n \n \n \n \n\n


\n		Re:\n		Brady Corporation 2012 Omnibus Incentive Stock Plan

\n\n\n

Ladies and Gentlemen:\n

\n\n

We are providing this opinion in connection with the Registration Statement of Brady\nCorporation (the “Company”) on Form S-8 (the “Registration Statement”) to be filed with the\nSecurities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), with\nrespect to the proposed issuance by the Company of up to 5,500,000 shares of Class A Nonvoting\nCommon Stock, par value $.01 per share, of the Company pursuant to the Brady Corporation 2012\nOmnibus Incentive Stock Plan. The Brady Corporation 2012 Omnibus Incentive Stock Plan shall be\nreferred to herein as the “Plan” and the shares of Class A Nonvoting Common Stock, par value $.01\nper share, of the Company issuable under the Plan shall be referred to herein as the “Shares.”\n

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We have examined: (i) the Registration Statement; (ii) the Company’s Restated Articles of\nIncorporation and Bylaws, each as amended to date; (iii) the Plan; (iv) the corporate proceedings\nrelating to the adoption and approval of the Plan and the authorization for the issuance of the\nShares in accordance with the Plan; and (v) such other documents and records and such matters of\nlaw as we have deemed necessary in order to render this opinion. In giving such opinion, with\nrespect to factual matters, we have relied upon certificates or representations made by duly\nauthorized representatives of the Company and certificates of public officials.\n

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On the basis of the foregoing, we advise you that, in our opinion:\n

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The Company is a corporation incorporated and validly existing under the laws\nof the State of Wisconsin.

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The Shares to be sold from time to time pursuant to the Plan which are\noriginal issuance or treasury shares, when issued as and for the consideration\ncontemplated by the Registration Statement and the Plan, will be validly issued, fully\npaid and nonassessable by the Company, subject to the personal liability which may be\nimposed on shareholders by former Section 180.0622(2)(b) of the Wisconsin Business\nCorporation Law, as judicially interpreted, for debts incurred prior to June 14, 2006\n(for debts incurred on or after such date, Section\n180.0622(2)(b) has been repealed) owing to employees for services performed, but\nnot exceeding six months service in any one case.

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\n		Very truly yours,

\n		/s/ Quarles & Brady LLP

\n		QUARLES & BRADY LLP