Exhibit 5








                               August 31, 1994


                              OPINION OF COUNSEL


I have acted as counsel for Fluke Corporation, a Washington corporation (the 
"Company"), in connection with the preparation and filing of this Registration 
Statement on Form S-8 (the "Registration Statement"), under the Securities Act 
of 1933, as amended.  The Registration Statement covers 300,000 additional 
shares of Common Stock, $.25 par value, of the Company (the "Shares"), all of 
which Shares will be offered by the Company pursuant to the Company's Employee 
Stock Purchase Plan. 

As Vice President, General Counsel for the Company, I am familiar with the 
proceedings taken by the Company in connection with the adoption of the Plan 
and with the offering of Shares pursuant to the Plan.  I have reviewed the 
corporation actions of the Company in connection with this matter and have 
examined the documents, corporate records and other instruments deemed 
necessary for the purpose of this opinion.  

Based on the foregoing, it is my opinion that:

   (i)    The Company is a corporation duly incorporated and validly existing 
under the laws of the State of Washington;

   (ii)   The Shares have been duly authorized; and

   (iii)  The Shares, when issued and sold and when payment therefore is 
received by the Company in accordance with the Plan and in accordance with 
resolutions adopted by the Board of Directors of the Company or the 
Compensation Committee thereof, will be validly issued, fully paid and 
nonassessable.  





                                          /s/ Douglas G. McKnight 
                                          Douglas G. McKnight