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[TORO LOGO] EXHIBIT 5
October 4, 2000
The Toro Company
8111 Lyndale Avenue South
Minneapolis, Minnesota 55420
Re: Registration Statement on Form S-8
Gentlemen:
I am Vice President, Secretary and General Counsel of The Toro Company
(the "Company"). In connection with the Registration Statement on Form S-8 filed
by the Company with the Securities and Exchange Commission relating to an
aggregate of up to 37,500 shares of Common Stock, $1.00 par value per share (the
"Common Stock"), and up to 37,500 related Preferred Share Purchase Rights (the
"Rights") of the Company, to be issued in connection with The Toro Company
Director Retirement Plan, please be advised that as counsel to the Company, upon
examination of such corporate documents and records as I have deemed necessary
or appropriate 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 in accordance with proper corporate authorizations, will be legally
issued, fully paid and non-assessable; and
2. Assuming that the Rights Agreement dated as of May 20, 1998 (the
"Rights Agreement")has been duly authorized, executed and delivered by the
Rights Agent, the Rights, if and when issued as contemplated by the Rights
Agreement, as it may be amended from time to time, will have been legally
issued and entitled to the benefits of the Rights Agreement pursuant to
which they will be issued.
The foregoing opinion is limited to the Federal laws of the United States
and the General Corporation Law of the State of Delaware, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
I hereby consent to the filing of this opinion as an exhibit to the
above-captioned Registration Statement, and to the reference to my name under
the heading "Interests of Named Experts and Counsel" contained in the
Registration Statement. 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 Act.
Very truly yours,
J. Lawrence McIntyre
Vice President, Secretary
and General Counsel
