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 A MEMBER OF GLOBALEX WITH MEMBER OFFICES IN MADISON BERLIN CHICAGO TELEPHONE (414) 271-2400 BRUSSELS WASHINGTON, D.C. DRESDEN JACKSONVILLE TELEX 26-819 FRANKFURT ORLANDO LONDON TALLAHASSEE (FOLEY LARD MIL) PARIS TAMPA SINGAPORE WEST PALM BEACH FACSIMILE (414) 297-4900 STUTTGART 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