March 26, 1996




Franklin Electric Co., Inc.
400 E. Spring Street
Bluffton, IN 46714

     RE:  REGISTRATION ON FORM S-8 OF 600,000 SHARES OF COMMON STOCK,
          $0.10 PAR VALUE PER SHARE, AND THE RELATED COMMON STOCK
          PURCHASE RIGHTS ("COMMON STOCK")

Ladies and Gentlemen:

          We have acted as counsel to Franklin Electric Co., Inc. an 
Indiana corporation (the "Company"), in connection with the Company's 
filing of a Registration Statement on Form S-8 (the "Registration 
Statement") covering 600,000 shares of Common Stock to be offered and 
sold pursuant to the terms of the Franklin Electric Co., Inc. 1996 
Employee Stock Option Plan (the "Plan").

          In this connection, we have considered such questions of 
law and have examined such documents as we have deemed necessary to 
enable us to render the opinions contained herein.  We have also 
assumed that the Plan will have been approved by the shareholders of 
the Company, as required under the terms and conditions of the Plan, 
prior to the exercise of any options granted under the Plan.  Based 
upon the foregoing, it is our opinion that those shares of the Common 
Stock that are originally issued shares, when issued upon the 
exercise of an option granted under the Plan and subject to the terms 
and conditions thereof, will be legally issued, fully paid and 
nonassessable.

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

Very truly yours,

SCHIFF HARDIN & WAITE



By:     ROBERT J. REGAN
   ---------------------------
        Robert J. Regan