Exhibit 5.1


                             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 "Act").  The Registration Statement 
covers 1,500,000 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 1998 Stock Incentive 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.  


    I hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.


                                           /s/ Douglas G. McKnight 
                                           Douglas G. McKnight