EX-5A
                                                    Legal Opinion

May 9, 2001

L.B. Foster Company
415 Holiday Drive
Pittsburgh, Pennsylvania 15220

        Re:      1998 Long-Term Incentive Plan as Amended
                 and Restated (the "Plan")
                 450,000 Additional Shares of Common Stock

Ladies and Gentlemen:

     We have acted as your counsel in connection with the registration with the
Securities and Exchange Commission (the "Commission") of an additional 450,000
shares of your Common Stock, $.01 par value per share (the "Additional Shares"),
that may be acquired under the Plan by participants in the Plan.

     In that connection, we have examined originals or copies certified or
otherwise identified to our satisfaction of such documents, corporate records
and other instruments as we have deemed necessary or appropriate for the
purposes of this opinion. Based on the foregoing, we are of the opinion that the
Additional Shares, when issued or delivered, and paid for, in accordance with
the provisions of the Plan, will have been validly issued and will be fully paid
and nonassessable. In rendering this opinion we have of course assumed that the
certificates evidencing the Additional Shares will be properly executed and
authenticated.

     We consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement on Form S-8 for registration of the Additional
Shares under the Securities Act of 1933, as amended, and to the reference to us
under "LEGAL OPINION" in the Prospectus included in the Registration Statement.


                                Very truly yours,


                              /s/ Klett Rooney Lieber & Schorling
                              KLETT ROONEY LIEBER & SCHORLING,
                                  a Professional Corporation