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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                                                                       TAIPEI
                              WRITER'S DIRECT LINE





                                  May 19, 1995


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

   Gentlemen:

             We have acted as counsel for WICOR, Inc., a Wisconsin
   corporation (the "Company"), with respect to the preparation of a
   Registration Statement on Form S-3 (the "Registration Statement"),
   including the prospectus constituting a part thereof (the "Prospectus"),
   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 the proposed sale by the selling shareholder listed therein
   (the "Selling Shareholder") of up to 96,164 shares of Common Stock, $1.00
   par value, of the Company (the "Common Stock") and the associated rights
   to purchase shares of Common Stock accompanying each share of Common Stock
   (the "Rights"), in the manner set forth in the Registration Statement and
   Prospectus.  The terms of the Rights are as set forth in that certain
   Rights Agreement, dated as of August 29, 1989, by and between the Company
   and Chemical Bank (f/k/a Manufacturers Hanover Trust Company), as rights
   agent (the "Rights Agreement").

             In connection with our representation, we have examined:  (a)
   the Registration Statement, including the Prospectus; (b) the Restated
   Articles of Incorporation and By-laws of the Company, as amended to date;
   (c) the Rights Agreement; and (d) 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 shares of Common Stock offered by the Selling
   Shareholder as contemplated in the Registration Statement are validly
   issued, fully paid and nonassessable, except with respect to wage claims
   of, or other 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 may be interpreted by a court of law.

             3.   The Rights are validly issued.

             We consent to the use of this opinion as an exhibit to the
   Registration Statement and to the references to our firm therein.  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,




                                           FOLEY & LARDNER