<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>sdc155b.txt
<DESCRIPTION>OPINION OF W. DAVID ROMOSER
<TEXT>
                         [A. O. Smith Corporation Logo]

                               WORLD HEADQUARTERS
                                 LAW DEPARTMENT
           MAILING ADDRESS: P.O. BOX 245009, MILWAUKEE, WI 53224-9509
           STREET ADDRESS: 11270 WEST PARK PLACE, MILWAUKEE, WI 53224

                   Writer's Direct Dial Number: (414) 359-4137
                        Facsimile Number: (414) 359-4143
                      E-Mail Address: dromoser@aosmith.com

                                  July 16, 2002

A. O. Smith Corporation
11270 West Park Place
Milwaukee, WI  53244

Ladies and Gentlemen:

     I have acted as counsel for A. O. Smith Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-8 (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 1,500,000 shares of the Company's common
stock, $1 par value (the "Common Stock"), which may be issued pursuant to the A.
O. Smith Corporation Combined Executive Incentive Compensation Plan (the
"Plan").

     In this connection, I have examined: (i) the Registration Statement; (ii)
the Company's Restated Certificate of Incorporation and Bylaws, as amended to
date; (iii) resolutions of the Company's Board of Directors and stockholders
relating to the Plan; (iv) the Plan; and (v) such other proceedings, documents
and records as I have deemed necessary to enable me to render this opinion. In
addition, I have made such investigations and have reviewed such other documents
as I have deemed necessary or appropriate under the circumstances. With respect
to all of the foregoing documents, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as originals and
the conformity to originals of all documents submitted to me as certified or
reproduced copies.

     Based upon the foregoing, I am of the opinion that:

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

     2. The shares of Common Stock covered by the Registration Statement have
been duly authorized and, when issued by the Company pursuant to the terms and
conditions of the Plan and as contemplated in the Registration Statement, will
be validly issued, fully paid and nonassessable. Under the laws of Delaware,
stockholders of the Company have no personal liability for the debts or
obligations of the Company as a result of their status as stockholders of the
Company except that under a decision of the Wisconsin Supreme Court that applies
such statute to corporations such as the Company, which are licensed to do
business in Wisconsin,

<PAGE>

A.O. Smith Corporation
July 16, 2002
Page 2

the holders of Common Stock are personally liable for the unpaid wage claims of
the Company's employees, not to exceed six months' service in any one case, as
provided in Section 180.0622(2)(b) of the Wisconsin Statutes as such action may
be interpreted by a court of law.

     I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, I do not admit that I am an
"expert" 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,

                                             A. O. SMITH CORPORATION


                                             /s/ W. David Romoser
                                             W. David Romoser
                                             Vice President, General Counsel
                                             and Secretary

</TEXT>
</DOCUMENT>
