9

December 11, 1998



The Board of Directors
Twin Disc, Incorporated
1328 Racine Street
Racine, WI  53403

Gentlemen:

This firm is counsel for Twin Disc, Incorporated ("Company"), which is the
registrant in a Registration Statement under the Securities Act of 1933 on
Form S-8, dated December 11, 1998, relating to the registration of 35,000
shares of the Company's common stock, no par value per share ("Shares"), to be
offered and sold pursuant to the Twin Disc, Incorporated 1998 Stock Option
Plan for Non-Employee Directors.

As counsel, we are familiar with the action taken by the Company in connection
with the authorization of the Shares.  We have examined such records and other
documents as we have deemed necessary for the opinion hereinafter expressed.

Based upon the foregoing, and having regard to legal considerations which we
deem relevant, we are of the opinion that the Shares described in the
Registration Statement will be, when sold, legally issued by the Company,
fully paid and non-assessable, except to the extent provided in Section
180.0622(2)(b), of the Wisconsin Statutes which provides, in part, that
shareholders of a Wisconsin corporation are personally liable to an amount
equal to the consideration for which their shares without par value were
issued for all debts owing to employees of the corporation for services
performed for such corporation, but not exceeding six months' service in any
one case.

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

Very truly yours,

von BRIESEN, PURTELL & ROPER, s.c.