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<TYPE>EX-5
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<FILENAME>rs-8exh5.txt
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                               EXHIBIT 5
                                          von Briesen & Roper, S.C.
                                          Attorneys at Law

July 17, 2002



VIA E-MAIL AND FEDERAL EXPRESS

The Board of Directors
Modine Manufacturing Company
1500 DeKoven Avenue
Racine, WI  53403-2552

Gentlemen:

This firm is counsel for Modine Manufacturing Company (the "Company"),
which is the registrant in a Registration Statement under the
Securities Act of 1933 on Form S-8, dated July 17, 2002, relating to
the registration of 3,000,000 shares of the Company's common stock,
$0.625 par value per share (the "Shares"), to be offered and sold
pursuant to the Modine Manufacturing Company 2002 Incentive
Compensation Plan (the "Plan").

As counsel, we are familiar with the actions taken by the Company in
connection with the authorization of the Shares.  We are also familiar
with the actions taken by the Company in connection with the
establishment of the Plan.  We have examined such records and other
documents as we have deemed necessary for the opinions hereinafter
expressed.

Based upon the foregoing, and having regard to legal considerations
that we deem relevant, we are of the opinion that the Shares, described
in the Registration Statement, will be, when sold, legally issued by
the Company, fully paid and non-assessable, except to the extent
provided in 180.0622(2)(b) of the Wisconsin Statutes, which provides,
in part, that shareholders of a Wisconsin corporation are personally
liable to an amount equal to the par value of shares owned by them for
all debts owing to employees of the corporation for services performed
for such corporation, but not exceeding six months service in any one
case.

We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

von BRIESEN & ROPER, s.c.

s/von Briesen & Roper, S.C.

www.vonbriesen.com 735 North Water Street, Suite 1000 P. O. Box 3262
Milwaukee, Wisconsin 53201-3262 Phone 414-273-7000 Fax 414-273-7897

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