FOLEY & LARDNER

                                ATTORNEYS AT LAW

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                                                            CLIENT/MATTER NUMBER
                                                                     031529/0101

                                  June 27, 2000



The Manitowoc Company, Inc.
500 South 16th Street
Manitowoc, Wisconsin  54221-0066

    Re:   The Manitowoc Company, Inc. Retirement Savings Plan
          ---------------------------------------------------

Gentlemen:

          We have acted as counsel for The Manitowoc Company,  Inc., a Wisconsin
corporation (the  "Company"),  in conjunction with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the  "Securities  Act"),  relating to 150,000  shares of the  Company's
Common Stock,  $.01 par value (the "Common  Stock"),  and the associated  common
stock  purchase  rights  (the  "Rights"),  which may be issued  pursuant  to The
Manitowoc Company,  Inc. Retirement Savings Plan (the "Plan").  The terms of the
Rights  issuable under the Plan are set forth in that certain  Rights  Agreement
(the "Rights Agreement")  between The Manitowoc Company,  Inc. and First Chicago
Trust Company of New York, dated August 5, 1996.

          We have examined:  (a) the Plan; (b) signed copies of the Registration
Statement;  (c) the Company's Amended and Restated Articles of Incorporation and
By-laws,  as amended to date; (d) the Rights  Agreement;  (e) resolutions of the
Company's Board of Directors  relating to the Plan and the issuance of shares of
Common Stock and Rights thereunder;  and (f) such other documents and records as
we have deemed necessary to enable us to render this opinion.


FOLEY & LARDNER
The Manitowoc Company, Inc.
June 27, 2000
Page 2



          Based on the foregoing, we are of the opinion that:

          1. The Company is a corporation validly existing under the laws of the
State of Wisconsin.

          The shares of Common  Stock,  when issued by the Company in the manner
and for the  consideration  contemplated  by the Plan,  will be legally  issued,
fully  paid and  nonassessable  and no  personal  liability  will  attach to the
ownership  thereof,  except for debts  owing to  employees  of the  Company  for
services  performed,  but not exceeding six months'  service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Business Corporation Law and
as such section and its predecessors have been judicially interpreted.

          The Rights subject to the Registration Statement, when issued pursuant
to the terms of the Rights Agreement, will be validly issued.

          We  consent  to  the  use  of  this  opinion  as  an  exhibit  to  the
Registration  Statement.  In giving  our  consent,  we do not admit  that we are
"experts"  within the meaning of Section 11 of the  Securities Act or within the
category of persons  whose  consent is  required by Section 7 of the  Securities
Act.

                                        Very truly yours,

                                        /s/ Foley & Lardner

                                        FOLEY & LARDNER