EXHIBIT 5


                     RE: REGISTRATION STATEMENT ON FORM S-8
                FLEXSTEEL INDUSTRIES, INC. 1995 STOCK OPTION PLAN

Ladies and Gentlemen:

I have acted as counsel for the Company in connection with the registration
statement under the Securities Act of 1933, as amended, of shares of Common
Stock (the "Common Stock"), par value $1.00 per share, of the Company to be
issued pursuant to the Flexsteel Industries, Inc. 1995 Stock Option Plan (the
"Plan").

I have reviewed the Company's Restated Articles of Incorporation, and By-Laws
and such other corporate records of the Company and documents and certificates
of public officials and others as I have deemed necessary as a basis for the
opinion hereinafter expressed.

Based on the foregoing and having regard for such legal considerations as I deem
relevant, I am of the opinion that the shares of Common Stock, when issued and
delivered in accordance with the terms of the options issued under the Plan,
will be duly authorized, validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as an Exhibit to such
Registration Statement.

March 1, 1996                         Very truly yours,

                                      /s/ Irving C. MacDonald
                                      Irving C. MacDonald