EXHIBIT 5

                            McDERMOTT, WILL & EMERY
                            227 West Monroe Street
                            Chicago, Illinois 60606




                                  May 21, 1996


Patrick Industries, Inc. 
1800 South 14th Street
Elkhart, Indiana 46515

     RE:  442,058 Shares of Common Stock (without 
          par value) including Preferred Share Purchase
	  Rights for Patrick Industries, Inc. 
          1987 Stock Option Program (the "Plan")

Gentlemen:

     We have acted as counsel for Patrick Industries, Inc. (the "Company") in
connection with the preparation and filing of a Registration Statement on
Form S-8 (the "Registration Statement") for the registration under the
Securities Act of 1933, as amended, of 442,058 shares of the Company's Common
Stock, no par value (the "Common Stock"), which may be purchased pursuant to the
Plan and 442,058 Preferred Share Purchase Rights which currently are attached
to, and trade with, the Common Stock.

     We have examined or considered:

          1.  A copy of the Company's Amended Articles of Incorporation.

          2.  The By-Laws of the Company.

          3.  Telephonic confirmation of the Secretary of State of Indiana, as
     of a recent date, as to the good standing of the Company in that state.

          4.  Copies of resolutions duly adopted by the Board of Directors of
     the Company relating to the Plan.

          5.  A copy of the Plan.

     In addition to the examination outlined above, we have conferred with
various officers of the Company and have ascertained or verified, to our
satisfaction, such additional facts as we deemed necessary or appropriate for
the purposes of this opinion.

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

          (a)  The Company is a corporation duly organized, validly existing and
     in good standing under the laws of the State of Iowa.

          (b)  All legal and corporate proceedings necessary for the
     authorization, issuance and delivery of the shares of Common Stock under
     the Plan have been duly taken, and the Common Stock, upon acquisition
     pursuant to the terms of the Plan, and the related Preferred Share
     Purchase Rights, will be duly authorized, legally and validly issued, 
     fully paid and nonassessable.

     We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.

                                  Very truly yours,


                                  /s/ McDermott, Will & Emery
                                  McDermott, Will & Emery
WJQ/bjs