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[TORO LOGO]                                                            EXHIBIT 5


March 19, 2001


The Toro Company
8111 Lyndale Avenue South
Minneapolis, Minnesota 55420

         Re:      Registration Statement on Form S-8

Gentlemen:

         I am Vice President, Secretary and General Counsel of The Toro Company
(the "Company"). In connection with the Registration Statement on Form S-8 filed
by the Company with the Securities and Exchange Commission relating to an
aggregate of up to 120,000 shares of Common Stock, $1.00 par value per share
(the "Common Stock"), and up to 120,000 related Preferred Share Purchase Rights
(the "Rights") of the Company, to be issued in connection with The Toro Company
2000 Directors Stock Plan, please be advised that as counsel to the Company,
upon examination of such corporate documents and records as I have deemed
necessary or appropriate for the purpose of rendering this opinion, it is my
opinion that:

         1.   The shares of Common Stock being offered by the Company, when
         issued in accordance with proper corporate authorizations, will be
         legally issued, fully paid and non-assessable; and

         2.   Assuming that the Rights Agreement dated as of May 20, 1998 (the
         "Rights Agreement") has been duly authorized, executed and delivered by
         the Rights Agent, the Rights, if and when issued as contemplated by the
         Rights Agreement, as it may be amended from time to time, will have
         been legally issued and entitled to the benefits of the Rights
         Agreement pursuant to which they will be issued.

         The foregoing opinion is limited to the Federal laws of the United
States and the General Corporation Law of the State of Delaware, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction.

         I hereby consent to the filing of this opinion as an exhibit to the
above-captioned Registration Statement, and to the reference to my name under
the heading "Interests of Named Experts and Counsel" contained in the
Registration Statement. In giving such consent, I do not hereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933.

Very truly yours,


J. Lawrence McIntyre
Vice President, Secretary
and General Counsel