[TORO LOGO]
                                                             EXHIBIT 5 AND 23(b)
May 28, 2002


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 an additional 500,000 shares of Common Stock, $1.00 par value
per share (the "Common Stock"), and up to an additional 500,000 related
Preferred Share Purchase Rights (the "Rights") of the Company, to be issued in
connection with The Toro Company Performance Share 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:

         1. The shares of Common Stock being offered by the Company, when issued
         in accordance with proper corporate authorizations, will be legally
         issued, fully paid and non-assessable; and

         2. Assuming that the Rights Agreement dated as of May 20, 1998 (the
         "Rights Agreement") has been duly authorized, executed and delivered by
         the Rights Agent, the Rights, if and when issued as contemplated by the
         Rights Agreement, as it may be amended from time to time, will have
         been legally issued and entitled to the benefits of the Rights
         Agreement pursuant to which they will be issued.

         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