TORO CO
S-8, EX-5, 2000-06-12
LAWN & GARDEN TRACTORS & HOME LAWN & GARDENS EQUIP
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[LOGO]

EXHIBIT 5

June 12, 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 1,000,000 shares of Common Stock, $1.00 par value per share (the "Common Stock"), and up to 1,000,000 related Preferred Share Purchase Rights (the "Rights") of the Company, to be issued in connection with The Toro Company 2000 Stock Option 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:

    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,

/s/ J. Lawrence McIntyre

J. Lawrence McIntyre
Vice President, Secretary
and General Counsel





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