EXHIBIT (5)
                           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


                                 March 25, 1998


   Hein-Werner Corporation
   2120 Pewaukee Road
   Waukesha, Wisconsin 53188-2404

   Ladies and Gentlemen:

             We have acted as counsel for Hein-Werner Corporation, 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 ("Securities Act"), relating to 100,000
   shares of the Company's common stock, $1.00 par value (the "Common
   Stock"), the associated rights to purchase shares of Common Stock
   accompanying each share of Common Stock ("Rights") and interests in the
   Hein-Werner Corporation Retirement and Savings Plan and Trust, as amended
   to date (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 May 9, 1989, by and between the Company and Firstar
   Trust Company (formerly First Wisconsin Trust Company) (the "Rights
   Agreement").  

             As such counsel, we have examined:  (i) the Plan; (ii) the
   Registration Statement; (iii) the Company's Restated Articles of
   Incorporation and Bylaws as amended to date; (iv) the Rights Agreement;
   (v) resolutions of the Company's Board of Directors relating to the Plan
   and the issuance of securities thereunder; and (vi) 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.   It is presently contemplated that the shares of Common
   Stock to be acquired under the Plan will either be purchased in the open
   market, acquired in privately negotiated transactions or acquired directly
   from the Company.  To the extent the shares of Common Stock to be acquired
   under the Plan shall constitute shares newly issued by and acquired
   directly 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 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 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
   said Act.

             Maurice J. McSweeney, a partner of Foley & Lardner, is a
   director and the Secretary of the Company.

                                      Very truly yours,

                                      /s/ Foley & Lardner
                                      FOLEY & LARDNER