F O L E Y  &  L A R D N E R

                          A T T O R N E Y S  A T  L A W

   CHICAGO                       FIRSTAR CENTER                     SAN DIEGO
   JACKSONVILLE             777 EAST WISCONSIN AVENUE           SAN FRANCISCO
   LOS ANGELES           MILWAUKEE, WISCONSIN 53202-5367          TALLAHASSEE
   MADISON                  TELEPHONE (414) 271-2400                    TAMPA
   ORLANDO                  FACSIMILE (414) 297-4900         WASHINGTON, D.C.
   SACRAMENTO                                                 WEST PALM BEACH
                              WRITER'S DIRECT LINE


                                  June 17, 1996



   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 10,000 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 such shares of Common
   Stock (the "Rights").  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) (the
   "Rights Agreement").

             In connection with our representation, we have examined: 
   (a) the Registration Statement, including the Prospectus; (b) the exhibits
   (including those incorporated by reference) constituting a part of said
   Registration Statement; (c) the Restated Articles of Incorporation and
   By-Laws of the Company, as amended to date; (d) the Rights Agreement;
   (e) resolutions of the Company's Board of Directors relating to the
   authorization of the issuance of the securities subject to the
   Registration Statement; and (f) such other proceedings, 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 shares of Common Stock offered by the Selling
   Shareholder as contemplated by 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