EXHIBIT 5

January 21, 1998



The Toro Company
8111 Lyndale Avenue South
Bloomington, Minnesota  55420-1196

     Re:  Registration Statement on Form S-8

Gentlemen:

     In connection with the Registration Statement on Form S-8 filed by The Toro
Company (the "Company") with the Securities and Exchange Commission relating to
an aggregate of up to 100,000 shares of Common Stock, $1.00 par value per share
(the "Common Stock"), and up to 100,000 related Preferred Share Purchase Rights
(the "Rights") of the Company, please be advised that as counsel to the Company,
upon examination of such corporate documents and records as I have deemed
necessary or advisable 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 and
     paid for as contemplated by such Registration Statement, will be legally
     issued, fully paid and non-assessable; and

2.   The Rights, if and when issued as contemplated by the Rights Agreement
     dated June 14, 1988 (the "Rights Agreement"), as amended, will have been
     legally issued and entitled to the benefits of the Rights Agreement
     pursuant to which they will be issued.

     I hereby consent to the use of this opinion as an exhibit to the
above-captioned Registration Statement, and to the references to my name under
the heading "Legal Matters" in the Prospectus comprising a part of the
Registration Statement.

Sincerely,

/S/ J. LAWRENCE McINTYRE
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J. Lawrence McIntyre
Vice President, Secretary and
 General Counsel