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                                                                       Exhibit 5

                                           September 29, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

     Re: Post-Effective Amendment No. 1 to Form S-8 Registration Statement
     Registering an Additional 50,804 shares of common stock of
     WMS Industries Inc.

Ladies and Gentlemen:

     We have acted as counsel to WMS Industries Inc., a Delaware corporation
(the "Company"), in connection with the filing with the Securities and Exchange
Commission of Post-Effective Amendment No. 1 to Registration Statement No.
2-82186 on Form S-8 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), relating to the registration of an
additional 50,804 shares of the Company's common stock, par value
$.50 per share ("Common Stock"), which may be issued and sold pursuant to the
Company's 1982 Employee Stock Option Plan (the "1982 Plan").

     In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the 1982 Plan; (ii) the Registration Statement and Post Effective Amendment
No. 1 to the Registration Statement; (iii) the Certificate of Incorporation, 
as amended and restated, of the Company; (iv) the By-Laws, as amended and
restated, of the Company; and (v) such other documents as we have deemed
necessary or appropriate as a basis for the opinion set forth below.  In our
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to the original documents of all documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.  As to any facts material to this opinion
that we did not independently establish or verify, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
        
     Based upon and subject to the foregoing, we are of the opinion that the
shares of Common Stock reserved for issuance upon the exercise of options have
been duly authorized and that such shares of Common Stock, when issued and
delivered upon exercise of the options granted in accordance with the terms of
the 1982 Plan, and assuming full payment for the shares of Common Stock thereby
issued, will be validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as Exhibit 5 to Post Effective
Amendment No. 1 to the Registration Statement and we further consent to the
reference made to us under Item 5. Interests of Named Experts and Counsel
contained therein and under the caption "Legal Matters" in the accompanying
prospectus.

     The law covered by the opinions expressed herein is limited to the
corporate laws of the State of Delaware.

                                Very truly yours,

                                SHACK & SIEGEL, P.C.

                                By: /s/ Jeffrey N. Siegel
                                    -----------------------
                                    Jeffrey N. Siegel



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