Exhibit 5


                                  June 13, 2006



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

         Re:      2006 Omnibus Incentive Plan (the "Plan")
                  500,000 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 500,000 shares of your
Common  Stock,  $.01 par value per share (the  "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
Shares, when issued or delivered, and paid for as may be required, 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  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 Shares under
the Securities Act of 1933, as amended,  and to the reference to us under "LEGAL
OPINION" in the Prospectus.


                                                     Very truly yours,


                                            /s/ KLETT ROONEY LIEBER & SCHORLING
                                            -----------------------------------
                                            KLETT ROONEY LIEBER & SCHORLING,
                                             a Professional Corporation