sv8

\n\n\n

Registration No. 333- \n

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As filed with the Securities and Exchange Commission on September 29, 2006\n\n

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SECURITIES AND EXCHANGE COMMISSION\n

\n\n

Washington, D.C. 20549\n

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FORM S-8\n

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

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\n\n

BRADY CORPORATION\n

\n\n

(Exact name of registrant as specified in its charter)

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\n\n\n\n \n \n \n\n\n\n\n \n \n \n\n\n \n \n \n\n\n \n \n \n\n\n \n \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		39-0178960
(State or other jurisdiction of\n		(I.R.S. Employer
incorporation or organization)\n		Identification No.)

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

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


EMED CO., INC.\n		J.A.M. PLASTICS, INC.
401(k) PLAN\n		401(k) PROFIT SHARING PLAN & TRUST
(Full title of the plans)

\n\n

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


DAVID MATHIESON
Vice President and Chief Financial Officer\n		Copy to:
Brady Corporation\n		HOYT R. STASTNEY, ESQ.
6555 West Good Hope Road\n		Quarles & Brady LLP
P.O. Box 571\n		411 East Wisconsin Avenue
Milwaukee, Wisconsin 53201-0571\n		Milwaukee, Wisconsin 53202
(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

CALCULATION OF REGISTRATION FEE\n

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

10,000

)

350,100

(2)

\n\n

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

(1)

Consists of the following number of shares to be registered for each of the plans\ncovered by this 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


EMED Co., Inc. 401(k) Plan			5,000
J.A.M. Plastics, Inc. 401(k) Profit Sharing Plan & Trust			5,000

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

		In addition to the shares set forth in the table, pursuant to Rule 416 under the Securities\nAct of 1933, this registration statement also covers any shares of Class A Nonvoting Common\nStock that may be issuable pursuant to the anti-dilution provisions of the employee benefit\nplans described herein. In addition, pursuant to Rule 416(c) under the Securities Act of\n1933, this registration statement also covers an indeterminate amount of interests to be\noffered or sold pursuant to the employee benefit plans described herein.

(2)		Estimated in accordance with Rule 457(c) of the Securities Act of 1933 solely for the purpose\nof determining the registration fee, on the basis of the average of the high and low sales\nprices reported on the New York Stock Exchange on September 25, 2006 for the Class A Nonvoting\nCommon Stock of Brady Corporation.

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TABLE OF CONTENTS

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PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
Opinion of Quarles & Brady LLP
Consent of Deloitte & Touche LLP

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\n\n

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

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PART II
\nINFORMATION REQUIRED IN THE REGISTRATION STATEMENT\n

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\n\n

Item 3. Incorporation of Documents by Reference.\n

\n\n\n

The following documents filed by Brady Corporation (the “Registrant”) (Commission File No.\n0-14959) and the EMED Co., Inc. 401(k) Plan with the Securities and Exchange Commission (the\n“Commission”) pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended\n(the “Exchange Act”), are incorporated herein by reference by the Registrant the EMED Co., Inc.\n401(k) Plan and the J.A.M. Plastics, Inc. 401(k) Profit Sharing Plan & Trust (the “Plans”):\n

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\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\n\n\n \n\n \n \n \n \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, 2005.

	•		Quarterly Reports on Form 10-Q of the Registrant for the periods ended October\n31, 2005, January 31, 2006 and April 30, 2006.

	•		Current Reports on Form 8-K of the Registrant filed September 19, 2005,\nNovember 21, 2005, December 1, 2005, February 17, 2006, February 22, 2006, April\n12, 2006, May 26, 2006, June 5, 2006, June 22, 2006 and September 15, 2006.

	•		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.

	•		Annual Report on Form 11-K of the EMED Co., Inc. 401(k) Plan for the fiscal\nyear ended December 31, 2005.

\n\n

All documents subsequently filed by the Registrant and the Plans pursuant to Sections 13(a),\n13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which\nindicates that all securities offered hereby have been sold or which deregisters all securities\nthen remaining unsold, shall be deemed to be incorporated by reference herein and to be a part\nhereof from the date 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

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- 1 -\n

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Item 4. Description of Securities.\n

\n\n\n

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

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

\n\n\n

The legality of the securities registered hereunder will be passed upon for the Registrant by\nQuarles & Brady LLP, the Registrant’s legal counsel. The Company’s Secretary, Conrad G. Goodkind,\nis a partner of Quarles & Brady LLP.\n

\n\n

Item 6. Indemnification of Directors and Officers.\n

\n\n\n

The Registrant is incorporated under the Wisconsin Business Corporation Law (the “WBCL”). The\nWBCL includes provisions for indemnification by a corporation of a director or officer against\ncertain liabilities and expenses incurred by him or her in any proceeding (whether threatened,\npending or completed, and whether brought by the corporation or any other person) to which he or\nshe was a party because of being a director or officer. In general, under these provisions (1) a\ncorporation is required to indemnify a director or officer, to the extent he or she has been\nsuccessful on the merits or otherwise in the defense of any such proceeding, for all reasonable\nexpenses incurred in the proceeding, and (2) in other cases, the corporation is required to\nindemnify a director or officer against liabilities (including, among other things, judgments,\npenalties, fines and reasonable expenses) incurred in any such proceeding unless liability was\nincurred because he or she breached or failed to perform a duty to the corporation and the breach\nor failure constitutes any of the following: (a) a willful failure to deal fairly with the\ncorporation or its shareholders in connection with a matter in which he or she has a material\nconflict of interest; (b) a violation of criminal law, unless he or she had reasonable cause to\nbelieve his or her conduct was lawful or no reasonable cause to believe his or her conduct was\nunlawful; (c) a transaction from which he or she derived an improper personal profit; or (d)\nwillful misconduct. The provisions specify that the termination of a proceeding by judgment,\norder, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by\nitself, create a presumption that indemnification is not required. Also, the provisions permit a\ncorporation to pay or reimburse reasonable expenses as incurred if the director or officer affirms\nhis or her good faith belief that he or she has not breached or failed to perform his or her duties\nto the corporation and undertakes to make repayment to the extent it is ultimately determined that\nindemnification is not required. With specified exceptions, these provisions do not preclude\nadditional indemnification. The WBCL specifically provides that it is the public policy of the\nState of Wisconsin to require or permit indemnification, allowance of expenses and insurance, to\nthe extent required or permitted generally thereunder, 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

The WBCL also provides that, with certain exceptions, a director is not liable to a\ncorporation, its shareholders, or any person asserting rights on behalf of the corporation or its\nshareholders, 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 referred to above.\n

\n\n

The Bylaws of the Registrant provide generally for mandatory indemnification of directors and\nofficers of the Registrant to the fullest extent permitted by law.\n

\n\n

Officers and directors of the Registrant may be covered by insurance policies purchased by the\nRegistrant, under which they are insured (subject to exceptions and limitations specified in the\npolicies) against expenses and liabilities arising out of actions, suits or proceedings to which\nthey are parties by reason of being or having been such directors or officers.\n

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Item 7. Exemption From Registration Claimed.\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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Item 9. Undertakings.\n

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

(a)

The undersigned Registrant hereby undertakes:

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\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:

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\n\n\n\n \n \n \n \n\n\n\n \n\n \n \n \n \n\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;

	(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;

	(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

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	(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.

	(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.

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*****

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(5)

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

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(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\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), (vii), or\n(x) for the purpose of providing the information required by section 10(a)\nof the Securities Act of 1933 shall be deemed to be part of and included\nin the registration statement as of the earlier of the date such form of\nprospectus is first used after effectiveness or the date of the first\ncontract 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\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\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\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;

	(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;

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	(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

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

\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

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- 5 -\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 29, 2006.\n


	BRADY CORPORATION

\n	By:\n	/s/ David Mathieson
\n
\n		David Mathieson,
\n		Vice President and
\n		Chief Financial Officer

\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, David Mathieson and Conrad G. Goodkind, 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

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


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

/s/ David Mathieson\n		Vice President and Chief Financial Officer
\nDavid Mathieson\n		(Principal Financial Officer and Principal \nAccounting Officer)

/s/ Richard A. Bemis\n \nRichard A. Bemis\n		Director

/s/ Robert C. Buchanan\n \nRobert C. Buchanan\n		Director

/s/ Mary K. Bush\n \nMary K. Bush\n		Director

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

/s/ Frank R. Jarc\n \nFrank R. Jarc\n		Director

/s/ Peter J. Lettenberger\n \nPeter J. Lettenberger\n		Director

/s/ Gary E. Nei\n \nGary E. Nei\n		Director

/s/ Roger D. Peirce\n \nRoger D. Peirce\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

* Each of the above signatures is affixed as of September 29, 2006.

\n\n\n\n

S-1\n

Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who\nadminister the employee benefit plan) have duly caused this registration statement to be signed on\ntheir behalf by the undersigned thereunto duly authorized, in the City of Milwaukee, State of\nWisconsin, on September 29, 2006.\n

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	EMED CO., INC. 401(k) PLAN

\n	By:\n	/s/ Gary Vose
\n
\n		Gary Vose
\n		Director, Compensation, Benefits & HRIS

	J.A.M. PLASTICS, INC. 401(k) PROFIT \nSHARING PLAN & TRUST

\n	By:\n	/s/ Gary Vose
\n
\n		Gary Vose
\n		Director, Compensation, Benefits & HRIS

\n\n\n\n

S-2\n

\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

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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\nSeptember 15, 2006\n

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

\n\n

The Registrant hereby undertakes that it will submit or has submitted each of the Plans and any\namendments thereto to the Internal Revenue Service (“IRS”) in a timely manner, and has made or will\nmake all changes required by the IRS in order to qualify each of the Plans under Section 401 of the\nInternal Revenue Code.\n

\n\n\n

E-1\n

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EXHIBIT 5\n

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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

September 29, 2006\n

\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

Re: EMED Co., Inc. 401(k) Plan and J.A.M. Plastics, Inc. 401(k) Profit Sharing\nPlan & Trust

\n\n

Ladies and Gentlemen:\n\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 10,000 shares of Class A Nonvoting Common\nStock, par value $.01 per share, of the Company (the “Shares”) pursuant to the EMED Co., Inc.\n401(k) Plan and J.A.M. Plastics, Inc. 401(k) Profit Sharing Plan & Trust (the “Plans”).\n

\n\n

We have examined: (i) the Registration Statement; (ii) the Company’s Restated Articles of\nIncorporation and Bylaws, each as amended to date; (iii) the Plans; (iv) the corporate proceedings\nrelating to the adoption and approval of the Plans and the authorization for the issuance of the\nShares in accordance with the Plans; 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

\n\n

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

\n\n

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

	2.		The Shares to be sold from time to time pursuant to the Plans which are\noriginal issuance or treasury shares, when issued as and for the consideration\ncontemplated by the Registration Statement and the Plans, will be validly issued,\nfully paid and nonassessable by the Company, subject to the personal liability which\nmay be imposed on shareholders by former Section 180.0622(2)(b) of the

\n\n\n

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

Wisconsin Business Corporation Law, as judicially interpreted, for debts incurred\nprior to June 14, 2006 (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.

\n\n

The Company’s Secretary, Conrad G. Goodkind, is a Partner of Quarles & Brady LLP. As of\nAugust 31, 2006, Mr. Goodkind beneficially owned approximately 43,000 Shares.\n

\n\n

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.\nIn giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of\nthe Act, or that we come within the category of persons whose consent is required by Section 7 of\nthe Act.\n

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\n		Very truly yours,

\n		/s/ Quarles & Brady LLP

\n		QUARLES & BRADY LLP

\n\n\n

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