Exhibit 5

                                FOLEY & LARDNER

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

                                                            CLIENT/MATTER NUMBER
                                                                     073730-0101

                                  May 12, 1999


Schultz Sav-O Stores, Inc.
2215 Union Avenue
Sheboygan, Wisconsin  43081


Ladies and Gentlemen:

     We are rendering this opinion in connection with the Registration Statement
on Form S-8 (the "Registration  Statement") filed by Schultz Sav-O Stores,  Inc.
(the "Company") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, on or about the date hereof. The Registration Statement
relates to 500,000  shares of the Company's  Common Stock,  $0.01 par value (the
"Shares")  offered  pursuant  to the  provisions  of the  Company's  1995 Equity
Incentive Plan (the "Plan").

     We have acted as your counsel in  connection  with the  preparation  of the
Registration  Statement  and are  familiar  with  the  proceedings  taken by the
Company in connection with  authorization,  issuance and sale of the Shares.  We
have examined all such documents as we consider necessary to enable us to render
this opinion.

     Based  upon the  foregoing,  we are of the  opinion  that,  when  issued in
accordance  with the terms of the Plan and the options or other  rights  granted
thereunder,  the Shares will be duly authorized,  validly issued, fully paid and
nonassessable.

     We  hereby  consent  to  the  filing  of  this  opinion  as a  part  of the
Registration Statement.

                                     Yours truly,


                                     /s/ Foley & Lardner
                                     FOLEY & LARDNER