EXHIBIT 5
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                                      December 17, 2003


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

        RE:  REGISTRATION ON FORM S-8 OF 334,000 SHARES OF COMMON STOCK,
             $0.10 PAR VALUE PER SHARE, AND THE RELATED COMMON STOCK
             PURCHASE RIGHTS ("COMMON STOCK")
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   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 334,000 shares of Common Stock to be offered and
   sold pursuant to the terms of the Franklin Electric Co., Inc. 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.  Based upon the foregoing, it
   is our opinion that those shares of 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