Exhibit 5



                                  August 3, 1999




Cleveland-Cliffs Inc
1100 Superior Avenue
Cleveland, Ohio  44114-2589

    Re:  1992 Incentive Equity Plan (As Amended and Restated as of May 13, 1997)
         As Amended as of May 11, 1999
         -----------------------------------------------------------------------

Ladies and Gentlemen:

         We have acted as counsel for Cleveland-Cliffs Inc, an Ohio corporation
(the "Registrant"), in connection with the Cleveland-Cliffs Inc 1992 Incentive
Equity Plan (As Amended and Restated as of May 13, 1997) As Amended as of May
11, 1999 (the "Plan"). We have examined such documents, records and matters of
law as we have deemed necessary for purposes of this opinion, and based
thereupon, we are of the opinion that:

         1.      The Registrant's Common Shares, par value $1.00 per share
                 ("Common Shares") that may be issued or transferred and sold
                 pursuant to the Plan and the authorized forms of agreement
                 thereunder (the "Agreements") will be, when issued or
                 transferred and sold in accordance with the Plan and such
                 Agreements, duly authorized, validly issued, fully paid and
                 nonassessable.

         2.      When issued in accordance with the Rights Agreement dated
                 September 19, 1997 between Registrant and First Chicago Trust
                 Company of New York (the "Rights Agreement"), the common share
                 purchase rights ("Rights") will be validly issued.

         The opinion set forth in paragraph 2 is limited to the valid issuance
of the Rights under the corporation laws of the State of Ohio. We do not express
any opinion herein with respect to any other aspect of the Rights, the effect of
equitable principles or fiduciary considerations relating to the adoption of the
Rights Agreement or the issuance of the Rights or the enforceability of any
particular provisions of the Rights Agreement.

         In rendering the opinion set forth in subparagraph 2 above, moreover,
we note that our research indicates that there are no reported decisions
applying Ohio law concerning the authorization or issuance of securities
substantially similar to the Rights. In the absence of directly applicable
judicial authority, we have considered the pertinent provisions of Ohio
corporation law and the decisions of courts applying the laws of other
jurisdictions to analogous factual situations. Although such decisions may be
persuasive to Ohio courts, they have no binding precedential effect.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 filed by the Registrant to effect
registration of the Common Shares to be issued and sold pursuant to the Plan
under the Securities Act of 1933.

                                Very truly yours,


                                /s/ Jones, Day, Reavis & Pogue

                                Jones, Day, Reavis & Pogue

                               Page 5 of 7 Pages