EXHIBIT 5

Butler Manufacturing Company


John W. Huey
Vice President, General Counsel
  and Secretary


April 18, 2002

Butler Manufacturing Company
1540 Genessee
Kansas City, Missouri 64102

Gentlemen:

     I am Vice President,  General Counsel and Secretary of Butler Manufacturing
Company, a Delaware corporation (the "Company").  In that capacity, I have acted
as counsel for the Company in connection  with the  registration,  pursuant to a
Registration Statement on Form S-8 (the "Registration Statement"),  of shares of
Common  Stock to be  distributed  pursuant to the Butler  Manufacturing  Company
Stock  Incentive  Plan of 2002 (the "Stock  Incentive  Plan") and the 2002 Stock
Option Plan for Outside  Directors (the  "Directors  Plan" and together with the
Stock  Incentive  Plan,  the  "Plans").  Capitalized  terms used but not defined
herein  shall  have the  meanings  ascribed  to such  terms in the  Registration
Statement.

     In connection therewith,  I or attorneys under my supervision have examined
the originals, or certified, conformed or reproduction copies of:

          (i)  resolutions of the Board of Directors and stockholders;

          (ii) the Registration Statement;

          (iii) the Plans;

          (iv) the Restated Certificate of Incorporation of the Company; and

          (v)  the Bylaws of the Company.

     I, or attorneys under my supervision, have also made such other factual and
legal  investigations  as I have deemed  necessary and  appropriate  in order to
render  the  opinion  hereinafter  expressed.  In  such  examination,  I or  the
attorneys under my supervision,  have assumed the genuineness of all signatures,
the  authenticity  of  all  documents  submitted  to me  as  originals  and  the
conformity to original  documents of all documents  submitted to me as certified
copies or  photocopies.  As to any facts material to the opinion set forth below
which were not independently  established or verified,  I or the attorneys under
my supervision have relied upon statements and  representations  of officers and
other representatives of the Company and others.

     Based upon the foregoing,  and subject to the  limitations,  qualifications
and assumptions set forth herein, I am of the opinion that:

     (1) the Plans have been duly adopted by the Company; and

     (2)  authorized  but  previously  unissued  shares of  Common  Stock of the
Company or issued  shares of Common  Stock  that are held by the  Company in its
treasury that are issued by the Company in accordance with the provisions of the
Plans, and whose purchase price or other lawful consideration  therefor has been
duly  provided  to  the  Company  will  be  validly   issued,   fully  paid  and
non-assessable.

     (3)  Neither of the Plans is subject to the  Employment  Retirement  Income
Securities Act of 1974.



     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  and  to  all  references  to  the  undersigned  in  the
Registration  Statement and all amendments thereto. 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.

                             Very truly yours,

                             /s/ John W. Huey
                                 John W. Huey
                                 Vice President, General Counsel and Secretary