MANAGEMENT PLANNING CONSENT
Published on July 19, 1996
EXHIBIT 23.5
CONSENT OF MANAGEMENT PLANNING, INC.
We hereby consent to the use of our opinion letter dated March 25, 1996 to
the Board of Directors of Lipe-Rollway Corporation, included as Exhibit B to the
Proxy Statement/Prospectus which forms a part of the Registration Statement
(Form S-4 No. 333-02263) relating to the proposed merger of Emersub XLI, Inc., a
wholly owned subsidiary of Emerson Electric Co., with and into Lipe-Rollway
Corporation, and to the references therein to such opinion in the introductory
section of the Proxy Statement/Prospectus and in the sections captioned "Summary
- -- Fairness Opinion" and "The Merger -- Rollway's Reason for a Merger;
Recommendation of Rollway's Board of Directors."
In giving such consent, we do not admit and we hereby disclaim that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder, nor do we hereby admit that we
are experts with respect to any part of such Registration Statement within the
meaning of the term "experts" as used in the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange commission
thereunder.
MANAGEMENT PLANNING, INC.
By: /S/ James W. Brockardt
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James W. Brockardt, CBA
Vice President
By: /S/ Roy H. Meyers
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Roy H. Meyers, CFA
Vice President
July 18, 1996