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                                                                     EXHIBIT 5.1





                      OPINION OF GORDON F. BARRINGTON, ESQ.
                                      AS TO
                        THE LEGALITY OF THE COMMON STOCK
    
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                        [GORDON F. BARRINGTON LETTERHEAD]




                                  July 28, 1998




Heartland Wisconsin Corp.
6635 South 13th Street
Milwaukee, Wisconsin  53221


Ladies and Gentlemen:

         I have acted as counsel Heartland Wisconsin Corp., a Wisconsin
corporation ("Company"), in connection with (i) the organization of the Company
under the Wisconsin Business Corporations Law and (ii) the proposed public
offering by the Company of 400,000 shares of its common stock, par value $0.0001
per share ("Common Stock"). In connection with such proposed public offering of
Common Stock, the Company has filed with the United States Securities and
Exchange Commission a registration statement ("Registration Statement") on Form
SB-2 (File No. 333-48527), relating to the registration of the Common Stock
under the Securities Act of 1933, as amended ("Securities Act"). Unless
otherwise defined herein, capitalized terms used in this opinion shall have the
meanings set forth in the Accord identified in the following paragraph.

         This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord ("Accord") of the American Bar
Association Section on Business Law (1991). As a consequence, it is subject to a
number of qualifications, exceptions, definitions, limitations on coverage and
other limitations, all as more particularly described in the Accord, and this
Opinion Letter should be read in conjunction therewith. The law covered by the
opinions expressed herein is limited to the federal laws of the United States
and the laws of the State of Wisconsin.

         In preparing this Opinion Letter, I have examined the Registration
Statement, including the Articles of Incorporation of the Company and the
underwriting agreement ("Managing Placement Agent Agreement"), between the
Company and J.E. Liss & Company, Inc., the underwriter of the proposed offering,
in each case as filed as exhibits to the Registration Statement. I have also
examined originals or photostatic, certified or conformed copies of all such
agreements, documents, instruments, corporate records, certificates of public
officials, public records and certificates of officers of the Company as I have
deemed necessary or appropriate in the circumstances. In addition to the
assumptions set forth in Section 4 of the Accord, I have relied upon factual
representations made to us by the Company (including the representations set
forth in the Managing Placement Agent Agreement).
    


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Heartland Wisconsin Corp.
July 28, 1998
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         Based upon such examination and review, I am of the opinion that the
shares of Common Stock proposed to be sold by the Company as provided in the
Registration Statement have been duly authorized for issuance and, subject to
the Registration Statement becoming effective under the Securities Act and to
compliance with applicable state securities laws, such shares of Common Stock,
when sold and delivered in accordance with the provisions of the Managing
Placement Agent Agreement and as described in the Registration Statement, will
be legally and validly issued, fully paid and non-assessable, except to the
extent of liability, if any, imposed under Section 180.0622(2) of the Wisconsin
Business Corporations Law for employee wages for a period not exceeding six
months in the case of any employee.

         I consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.


                                                   Very truly yours,



                                                /s/ GORDON F. BARRINGTON
                                                  GORDON F. BARRINGTON