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                               EXHIBIT 5a

September 6, 2002


VIA E-MAIL AND FEDERAL EXPRESS

The Board of Directors
Twin Disc, Incorporated
1328 Racine Street
Racine, WI  53403

Gentlemen:

This firm is counsel for Twin Disc, Incorporated (the "Company"), which is the
registrant in a Registration Statement under the Securities Act of 1933 on
Form S-8, dated September 6, 2002, relating to the registration of 100,000
shares of the Company's common stock, no par value per share (the "Shares"),
to be offered and sold pursuant to the Twin Disc, Incorporated - The
Accelerator 401(k) Savings Plan (the "Plan").

As counsel, we are familiar with the actions taken by the Company in
connection with the authorization of the Shares.  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
Section 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,


/S/ von BRIESEN & ROPER, s.c.