FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
CLIENT/MATTER NUMBER
031529/0101
June 27, 2000
The Manitowoc Company, Inc.
500 South 16th Street
Manitowoc, Wisconsin 54221-0066
Re: The Manitowoc Company, Inc. Retirement Savings Plan
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Gentlemen:
We have acted as counsel for The Manitowoc Company, Inc., a Wisconsin
corporation (the "Company"), in conjunction with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 150,000 shares of the Company's
Common Stock, $.01 par value (the "Common Stock"), and the associated common
stock purchase rights (the "Rights"), which may be issued pursuant to The
Manitowoc Company, Inc. Retirement Savings Plan (the "Plan"). The terms of the
Rights issuable under the Plan are set forth in that certain Rights Agreement
(the "Rights Agreement") between The Manitowoc Company, Inc. and First Chicago
Trust Company of New York, dated August 5, 1996.
We have examined: (a) the Plan; (b) signed copies of the Registration
Statement; (c) the Company's Amended and Restated Articles of Incorporation and
By-laws, as amended to date; (d) the Rights Agreement; (e) resolutions of the
Company's Board of Directors relating to the Plan and the issuance of shares of
Common Stock and Rights thereunder; and (f) such other documents and records as
we have deemed necessary to enable us to render this opinion.
FOLEY & LARDNER
The Manitowoc Company, Inc.
June 27, 2000
Page 2
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.
The shares of Common Stock, when issued by the Company in the manner
and for the consideration contemplated by the Plan, will be legally issued,
fully paid and nonassessable and no personal liability will attach to the
ownership thereof, except for debts owing to employees of the Company for
services performed, but not exceeding six months' service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and
as such section and its predecessors have been judicially interpreted.
The Rights subject to the Registration Statement, when issued pursuant
to the terms of the Rights Agreement, will be validly issued.
We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not admit that we are
"experts" within the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the Securities
Act.
Very truly yours,
/s/ Foley & Lardner
FOLEY & LARDNER