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
 

                                 April 30, 1998




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

   Gentlemen:

             We have acted as counsel for WICOR, Inc. (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 an additional 925,000 shares of the
   Company's Common Stock, $1 par value (the "Common Stock"), and the
   associated rights to purchase shares of Common Stock (the "Rights"), which
   may be issued pursuant to the WICOR, Inc. 1994 Long-Term Performance Plan
   (the "Plan").  The terms of the Rights are as set forth in that certain
   Rights Agreement (the "Rights Agreement"), dated as of August 29, 1989, by
   and between the Company and Chemical Bank (f/k/a Manufacturers Hanover
   Trust Company).  We have examined:  (i) the Plan; (ii) signed copies of
   the Registration Statement; (iii) the Company's Restated Articles of
   Incorporation and By-laws, as amended to date; (iv) the Rights Agreement;
   and (v) 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 Common Stock, when issued and paid for in the manner
   provided in the Plan, will be validly issued, fully paid and nonassessable
   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 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
   the Securities Act.

                                 Very truly yours,

                                 /s/ Foley & Lardner
   
                                 FOLEY & LARDNER