Graham Corp – ‘S-2’ on 9/28/05 – EX-5.1

On:  Wednesday, 9/28/05, at 4:31pm ET   ·   Accession #:  950152-5-7888   ·   File #:  333-128646

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Registration of Securities   —   Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2         Graham Corporation S-2                              HTML    170K 
 2: EX-4.1      EX-4.1 Certificate of Incorporation of Graham         30     69K 
                          Corporation                                            
 3: EX-5.1      EX-5.1 Form of Opinion of Harter Secrest & Emery       1      8K 
                          LLP                                                    
 4: EX-13.1     EX-13.1 Graham Corporation Annual Report 2005         12     50K 
 5: EX-23.1     EX-23.1 Consent of Deloitte & Touche LLP               1      6K 

EX-5.1   —   EX-5.1 Form of Opinion of Harter Secrest & Emery LLP

EX-5.1
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                                                                     Exhibit 5.1

Form of Opinion of Harter, Secrest & Emery LLP

 [Letterhead of Harter, Secrest & Emery LLP]

 September ___, 2005

Graham Corporation                                                              
20 Florence Avenue                                                              
Batavia, New York 14020                                                         

Ladies and Gentlemen:                                                           

     We have acted as counsel to Graham Corporation, a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-2 
under the Securities Act of 1933, as amended, (Registration No. 333-_____) (such
Registration Statement, as it may be amended from time to time, is referred to  
herein as the "Registration Statement") with respect to the registration of     
99,123 shares of the Company's Common Stock, par value $0.10 per share (the     
"Securities"), to be adjusted to 198,246 shares following the completion by the 
Company of a two-for-one stock split in the nature of a dividend with a record  
date of September 1, 2005 and a payment date of on or about October 3, 2005.    

   We have examined such corporate records, other documents and questions of
law as we have considered necessary or appropriate for the purpose of this      
opinion.                                                                        

  In our examination of the corporate records and other documents, we have
assumed the genuineness of all signatures and the authenticity of all documents 
submitted to us as originals, the conformity to original documents of all       
documents submitted to us as certified or photostatic copies, and the           
authenticity of the originals of such latter documents. Our opinions set forth  
below are limited to the General Corporation Law of the State of Delaware.      

Based on the foregoing, we advise you that, in our opinion, after the 
Securities and Exchange Commission has declared the Registration Statement to be
effective and when the applicable provisions of the "Blue Sky" or other state   
securities laws shall have been complied with, the Securities, when sold, will  
be legally issued, fully paid and non-assessable.                               

We hereby consent to the filing of this opinion as an exhibit to the  
Registration Statement and the reference to this firm under the caption "Legal  
Matters" in the Prospectus contained therein. This consent is not to be         
construed as an admission that we are a party whose consent is required to be   
filed with the Registration Statement under the provisions of the Securities Act
of 1933, as amended, or the rules and regulations of the United States          
Securities and Exchange Commission promulgated thereunder.                      

                 Very truly yours,

Dates Referenced Herein

This ‘S-2’ Filing		Date		Other Filings
		10/3/05		None on these Dates
Filed on:		9/28/05
		9/1/05
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