Attorneys at Law Suite 2800 1100 Peachtree Street KILPATRICK STOCKTON LLP Atlanta, Georgia 30309-4530 Telephone: 404.815.6500 Facsimile: 404.815.6555 E-mail: dstockton@kilstock.com August 29, 1997 Direct Dial: 404.815.6444 Miller Industries, Inc. 3220 Pointe Parkway Suite 100 Norcross, Georgia 30092 Re: Form S-3 Registration Statement Gentlemen: At your request, we have acted as counsel for Miller Industries, Inc., a Tennessee corporation (the "Company"), in the preparation of a Registration Statement on Form S-3 (the "Registration Statement") relating to [5,642,567] shares of Common Stock, $0.01 par value per share, of the Company (the "Common Stock"), which may be offered for sale from time to time by certain selling shareholders (the "Selling Shareholders"). As your counsel, and in connection with the preparation of the Registration Statement, we have examined the originals or copies of such documents, corporate records, certificates of public officials, officers of the Company and other instruments relating to the authorization and issuance of the Common Stock as we deemed relevant or necessary for the opinions herein expressed. On the basis of the foregoing, it is our opinion that the shares of the Common Stock to be sold by the Selling Shareholders as described in the Registration Statement were validly issued by the Company and are fully-paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto. Sincerely, KILPATRICK STOCKTON LLP By: /s/ David A. Stockton David A. Stockton, a partner