EXHIBIT 5.0
 
 
                                                                   June 18, 1996
 
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
 
Re: Arthur J. Gallagher & Co.
  Registration Statement on Form S-8
 
Gentlemen:
 
  I am counsel for Arthur J. Gallagher & Co. (the "Company") in connection with
the preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission, relating
to the registration of 769,000 shares of the Company's Common Stock, par value
$1.00 per share (the "Shares"), to be issued pursuant to the terms of the
Arthur J. Gallagher & Co. 1988 Nonqualified Stock Option Plan and 1989 Non-
Employee Directors' Stock Option Plan.
 
  In this connection, I have examined the originals or copies identified to my
satisfaction of such documents, corporate and other records, certificates, and
other papers as I deemed necessary to examine for purposes of this opinion,
including but not limited to the Restated Certificate of Incorporation and the
By-laws of the Company, as amended, resolutions of the Board of Directors of
the Company and the Plans.
 
  It is my opinion that the Shares to be issued to officers, employees and
directors of the Company pursuant to the Plans will be legally issued, fully
paid, and non-assessable.
 
  I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
 
                                          Very truly yours,
                                          CARL E. FASIG
                                          Counsel and Secretary
 
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