ATTORNEYS AT LAW
	777 EAST WISCONSIN AVENUE MILWAUKEE, WISCONSIN 53202-5306 414.271.2400  TEL 414.297.4900  FAX foley.com
November 12, 2008

Regal-Beloit Corporation
200 State Street
Beloit, Wisconsin 53511-6254
Ladies and Gentlemen:

        We have acted as counsel for Regal-Beloit Corporation, a Wisconsin corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 (the “Registration Statement”), including the prospectus constituting a part thereof (the “Prospectus”), to be filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance and sale by the Company from time to time of an indeterminate amount of: (i) debt securities of the Company (the “Debt Securities”); (ii) shares of the Company’s common stock, $.01 par value (the “Common Stock”), and attached common stock purchase rights (the “Rights”); (iii) warrants to purchase securities of the Company (the “Warrants”); (iv) contracts to purchase shares of Common Stock or other securities of the Company (the “Stock Purchase Contracts”); and (v) units, each comprised of a Stock Purchase Contract and either debt obligations or other securities of the Company or debt obligations of third parties securing the holder’s obligation to purchase securities under the Stock Purchase Contract (the “Stock Purchase Units” and, together with the Debt Securities, the Common Stock and attached Rights, the Warrants and the Stock Purchase Contracts, the “Securities”). The terms of the Rights are as set forth in the Company’s Rights Agreement, dated as of January 28, 2000, between the Company and Computershare Investor Services (as successor Rights Agent to BankBoston, N.A.), as amended by the First Amendment to Rights Agreement, effective as of June 11, 2002, the Second Amendment to Rights Agreement, dated as of November 12, 2004, and the Third Amendment to Rights Agreement, dated as of December 31, 2004 (the “Rights Agreement”). The Prospectus provides that it will be supplemented in the future by one or more supplements to such Prospectus and/or other offering material (each, a “Prospectus Supplement”).

        As counsel to the Company in connection with the proposed issuance and sale of the Securities, we have examined: (i) the Registration Statement, including the Prospectus, and the exhibits (including those incorporated by reference) constituting a part of the Registration Statement; (ii) the Company’s Articles of Incorporation and Amended and Restated Bylaws, each as amended to date; (iii) the form of indenture filed as an exhibit to the Registration Statement; and (iv) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.

BOSTON
BRUSSELS
CENTURY CITY
CHICAGO
DETROIT JACKSONVILLE
LOS ANGELES
MADISON
MIAMI
MILWAUKEE NEW YORK
ORLANDO
SACRAMENTO
SAN DIEGO
SAN DIEGO/DEL MAR SAN FRANCISCO
SHANGHAI
SILICON VALLEY
TALLAHASSEE
TAMPA TOKYO
WASHINGTON, D.C.

Regal-Beloit Corporation
November 12, 2008
Page 2

        In our examination of the above-referenced documents, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates and instruments submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. We have also assumed that (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will comply with all applicable laws; (ii) a Prospectus Supplement, if required, will have been prepared and filed with the SEC describing the Securities offered thereby; (iii) all Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and any applicable Prospectus Supplement; (iv) all Debt Securities will be issued under an indenture substantially in the form of the indenture filed as an exhibit to the Registration Statement, and any amendment or supplement thereto (the “Indenture”), between the Company and the bank or trust company identified as the trustee with respect to such Debt Securities; (v) the Indenture and any supplemental indenture or officer’s certificate setting forth the terms of a series of Debt Securities to be issued under the Indenture will each be duly authorized, executed and delivered by the parties thereto in substantially the form reviewed by us; (vi) a Form T-1 will be filed with the SEC with respect to the trustee executing the Indenture and any supplemental indenture to the Indenture; (vii) a definitive purchase, underwriting or similar agreement with respect to any Securities offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto; (viii) any Securities issuable upon conversion, exchange or exercise of any Security being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange or exercise; and (ix) with respect to shares of Common Stock offered, there will be sufficient shares of Common Stock authorized under the Company’s Articles of Incorporation, as amended, and not otherwise reserved for issuance.

        Based upon the foregoing, we are of the opinion that:

    1.       At such time as all of the following shall have occurred, the Debt Securities will be valid, legal and binding obligations of the Company, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law:

    a.       The Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the Board of Directors, shall have taken action to establish the terms of such Debt Securities and to authorize the issuance and sale of such Debt Securities;

    b.       The terms of such Debt Securities and of their issuance and sale shall have been established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company;

Regal-Beloit Corporation
November 12, 2008
Page 3

    c.       Such Debt Securities shall have been duly executed, authenticated and delivered in accordance with the terms and provisions of the Indenture; and

    d.       Such Debt Securities shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.

    2.       At such time as all of the following shall have occurred, the shares of Common Stock will be validly issued, fully paid and nonassessable:

    a.       The Company’s Board of Directors, or a committee thereof duly authorized by the Board of Directors, shall have adopted appropriate resolutions to authorize the issuance and sale of the Common Stock; and

    b.       Such shares of Common Stock shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.

    3.       The Rights attached to the Common Stock, when issued pursuant to the Rights Agreement, will be validly issued.

    4.       At such time as all of the following shall have occurred, the Warrants will be valid, legal and binding obligations of the Company, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law:

    a.       The Company’s Board of Directors, or a committee thereof or officers of the Company, in each case duly authorized by the Board of Directors, shall have taken action to approve and establish the terms and form of the Warrants and the documents, including any warrant agreements, evidencing and used in connection with the issuance and sale of the Warrants, and to authorize the issuance and sale of such Warrants;

    b.       The terms of such Warrants and of their issuance and sale shall have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company;

    c.       Any such warrant agreements shall have been duly executed and delivered;

Regal-Beloit Corporation
November 12, 2008
Page 4

    d.       Such Warrants shall have been duly executed and delivered in accordance with the terms and provisions of the applicable warrant agreement; and

    e.       Such Warrants shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.

    5.       At such time as all of the following shall have occurred, the Stock Purchase Contracts and Stock Purchase Units will be valid, legal and binding obligations of the Company, subject to (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium and other similar laws of general application affecting the rights and remedies of creditors and (ii) general principles of equity, regardless of whether applied in a proceeding in equity or at law:

    a.       The Company’s Board of Directors, or a committee thereof or one or more officers of the Company, in each case duly authorized by the Board of Directors, shall have taken action to approve and establish the terms of the Stock Purchase Contracts and the documents evidencing and used in connection with the issuance and sale of the Stock Purchase Units, and to authorize the issuance and sale of such Stock Purchase Contracts and Stock Purchase Units;

    b.       The terms of such Stock Purchase Contracts and Stock Purchase Units and of their issuance and sale shall have been established so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirements or restrictions imposed by any court or governmental entity having jurisdiction over the Company;

    c.       Such Stock Purchase Contracts and Stock Purchase Units shall have been duly executed and delivered in accordance with their respective terms and provisions; and

    d.       Such Stock Purchase Contracts and Stock Purchase Units shall have been issued and sold for the consideration contemplated by, and otherwise in conformity with, the Registration Statement, as supplemented by a Prospectus Supplement with respect to such issuance and sale, and the acts, proceedings and documents referred to above.

        We are qualified to practice law in the States of Wisconsin and New York and we do not purport to be experts on the law other than that of the States of Wisconsin and New York and the federal laws of the United States of America. We express no opinion as to the laws of any jurisdiction other than the States of Wisconsin and New York and the federal laws of the United States.

Regal-Beloit Corporation
November 12, 2008
Page 5

        We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus which is filed as part of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are “experts” 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,

/s/ Foley & Lardner LLP