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


                               September 10, 1996




   The Manitowoc Company, Inc.
   500 South 16th Street
   Manitowoc, Wisconsin  54220

   Ladies and Gentlemen:

             We have acted as special counsel for The Manitowoc Company,
   Inc., a Wisconsin corporation (the "Company"), in connection 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 150,000 shares of the Company's Common Stock, $.01 par
   value (the "Common Stock"), the associated rights to purchase shares of
   Common Stock accompanying each share of Common Stock (the "Rights"), and
   interests in The Manitowoc Company, Inc. Deferred Compensation Plan, as
   amended and restated (the "Plan"), which may be issued or acquired
   pursuant to the Plan.  The terms of the Rights are as set forth in that
   certain Rights Agreement, dated as of September 5, 1986, as amended as of
   August 12, 1988, by and between the Company and Morgan Shareholder
   Services Trust Company (the "Rights Agreement").

             We have examined:  (a) the Plan; (b) signed copies of the
   Registration Statement; (c) the Company's Amended and Restated Articles of
   Incorporation and Restated Bylaws; (d) the Rights Agreement; (e)
   resolutions of the Company's Board of Directors relating to the Plan and
   the issuance of securities thereunder; 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.   It is presently contemplated that the shares of Common
   Stock to be acquired by the Plan will be purchased either in the open
   market or directly from the Company or other private sources.  To the
   extent that the shares of Common Stock acquired by the Plan constitute
   shares issued by and purchased from the Company, such shares of Common
   Stock, when issued pursuant to the terms and conditions of the Plan, and
   as contemplated in the Registration Statement, will be validly issued,
   fully paid and nonassessable, except with respect to wage claims of, or
   other debts owing to, employees of the Company, 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
   the Securities Act.

                                      Very truly yours,



                                      FOLEY & LARDNER