FOLEY & LARDNER
                          A T T O R N E Y S  A T  L A W



                                 FIRSTAR CENTER
                            777 EAST WISCONSIN AVENUE
                         MILWAUKEE, WISCONSIN 53202-5367
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                                                       WITH MEMBER OFFICES IN

   MADISON                                                             BERLIN
   CHICAGO                  TELEPHONE (414) 271-2400                 BRUSSELS
   WASHINGTON, D.C.                                                   DRESDEN
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   TAMPA                                                            SINGAPORE
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                                                                       TAIPEI
                              WRITER'S DIRECT LINE

                                  May 19, 1995



   Schultz Sav-O Stores, Inc.
   2215 Union Avenue
   Sheboygan, WI  53018

   Attention:  John H. Dahly, Executive Vice President

   Gentlemen:

             We have acted as counsel for Schultz Sav-O Stores, 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
   250,000 shares of the Company's common stock, $0.05 par value (the "Common
   Stock"), and the related Common Stock purchase rights (the "Rights") which
   may be issued or acquired pursuant to the Schultz Sav-O Stores, Inc. 1995
   Equity Incentive Plan (the "Plan").

             We have examined:  (i) the Plan; (ii) the Registration
   Statement; (iii) the Company's Articles of Incorporation and By-laws, as
   amended to date; (iv) resolutions of the Company's Board of Directors
   relating to the Plan; and (v) such other documents and records as we have
   deemed necessary to enable us to render this Opinion.

             Based upon 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
   set forth in the Plan, will be validly issued, fully paid and non-
   assessable 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 (6) months service in any one case,
   as provided in Section 180.0622(2)(b) of the Wisconsin Business
   Corporation Law.

             3.   The Rights to be issued with the Common Stock have been
   duly and validly authorized by all corporate action.

             Bernard S. Kubale, a partner in the law firm of Foley & Lardner,
   is a director of the Company.

             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,


	                              /s/ FOLEY & LARDNER

                                      FOLEY & LARDNER