Foley & Lardner
                                 Firstar Center
                            777 East Wisconsin Avenue
                            Milwaukee, WI  53202-5367



                               September 29, 1994



   WICOR, Inc.
   626 East Wisconsin Avenue
   Milwaukee, Wisconsin  53202

   Gentlemen:

             We have acted as counsel for WICOR, Inc. (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
   ("Securities Act"), relating to 820,000 shares of the Company's Common
   Stock, $1 par value ("Common Stock"), and the associated rights to
   purchase shares of Common Stock ("Rights"), which may be issued pursuant
   to the WICOR, Inc. 1994 Long-Term Performance Plan (the "Plan").  The
   terms of the Rights are as set forth in that certain Rights Agreement
   ("Rights Agreement"), dated as of August 29, 1989, by and between the
   Company and Chemical Bank (f/k/a Manufacturers Hanover Trust Company).  We
   have examined:  (i) the Plan; (ii) signed copies of the Registration
   Statement; (iii) the Company's Restated Articles of Incorporation and By-
   laws, as amended to date; (iv) the Rights Agreement; (v) resolutions of
   the Company's Board of Directors and shareholders with respect to the
   Plan; and (vi) such other proceedings, documents and records as we have
   deemed necessary to enable us to render this opinion.

             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.

             2.   The Common Stock, when issued and paid for in the manner
   provided in the Plan, will be validly issued, fully paid and nonassessable
   and no personal liability will attach to the ownership thereof, except
   with respect to wage claims of employees of the Company for services
   performed not to exceed six months' service in any one case, as provided
   in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and
   judicial interpretations thereof.

             3.   The Rights 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 said Act.

                                      Very truly yours,



                                      FOLEY & LARDNER