EXHIBIT 5
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                                      April 24, 2009



   Securities and Exchange Commission
   100 F Street, NE
   Washington, DC 20549-1004

        Re:  FRANKLIN ELECTRIC CO., INC., - REGISTRATION STATEMENT
             ON FORM S-8 COVERING THE REGISTRATION OF 900,000 SHARES
             OF 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") with the Securities and Exchange Commission covering the
   registration of 900,000 shares of the Company's common stock, $0.10
   par value per share (the "Stock"), issuable pursuant to the Franklin
   Electric Co., Inc. Stock Plan (the "Plan").

        In that connection, we have examined such documents and have made
   such factual and legal investigations as we have deemed necessary or
   appropriate for the purpose of this opinion.  Based upon the
   foregoing, it is our opinion that those shares of Stock covered by the
   Registration Statement that are issued in accordance with the terms of
   the Plan will be legally issued, fully paid and non-assessable.

        The foregoing opinion is limited to the Indiana Business
   Corporation Law, which includes those statutory provisions and the
   reported judicial decisions interpreting such laws, and we express no
   opinions with respect to the laws of any other jurisdiction.  The
   opinion expressed in this opinion letter is as of the date of this
   opinion letter only and as to laws covered hereby only as they are in
   effect on that date, and we assume no obligation to update or
   supplement such opinion to reflect any facts or circumstances that may
   come to our attention after that date or any changes in law that may
   occur or become effective after that date.




        We hereby consent to the filing of this opinion as Exhibit 5 to
   the Registration Statement.

                                      Very truly yours,

                                      SCHIFF HARDIN LLP


                                      By:  /s/ Lauralyn G. Bengel
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                                           Lauralyn G. Bengel