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