EXHIBIT 5
                                                               ---------



   April 17, 2000


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

        RE:  REGISTRATION ON FORM S-8 OF 100,000 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 100,000 shares of Common Stock to be offered and
   sold pursuant to the terms of the Franklin Electric Co., Inc. Key
   Employee Performance Incentive Stock 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.  Based upon
   the foregoing, it is our opinion that those shares of the Common Stock
   that are originally issued shares will be, when issued in accordance
   with the terms of the Plan, 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:  /s/ Robert J. Regan
                                           -----------------------------
                                           Robert J. Regan
   RJR:dpm