Crane Co/DE – ‘S-4’ on 9/10/96 – EX-5.1

As of:  Tuesday, 9/10/96   ·   Accession #:  891020-96-1072   ·   File #:  333-11707

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Crane Co. Form S-4                                   114    706K 
 2: EX-4.3      Certificate of Designation                             7     26K 
 3: EX-5.1      Opinion of Milbank, Tweed, Hadley & McCloy             2     11K 
 4: EX-8.1      Form of Milbank, Tweed, Hadley & McCloy               11     39K 
 5: EX-23.2     Consent of Perkins Coie                                1      6K 
 6: EX-23.3     Independent Auditors' Consent                          1      6K 
 7: EX-23.4     Consent of Independent Accountants                     1      6K 
 8: EX-23.5     Independent Auditors' Consent                          1      6K 
 9: EX-99.1     Form of Interpoint Corporation Proxy                   2     10K 
10: EX-99.2     Form of Consulting Agreement                           4     16K 

EX-5.1   —   Opinion of Milbank, Tweed, Hadley & McCloy

EX-5.1
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                                                                     Exhibit 5.1

 [Letterhead of Milbank, Tweed, Hadley & McCloy]

                                                              September 10, 1996

Crane Co.                                                                       
100 First Stamford Place                                                        
Stamford, Connecticut 06902                                                     

Re:      Registration Statement on Form S-4 
        Issuance of shares of Common Stock

Ladies and Gentlemen:                                                           

       We refer to the Registration Statement on Form S-4 (the "Registration
Statement") of Crane Co., a Delaware corporation (the "Company"), dated the date
hereof, filed with the Securities and Exchange Commission for the purpose of    
registering under the Securities Act of 1933, as amended, shares of common      
stock, par value $1.00 per share, of the Company (the "Shares"). The Shares are 
to be issued to the holders of common stock, without par value, of Interpoint   
Corporation, a Washington corporation ("Interpoint"), pursuant to the Agreement 
and Plan of Merger dated as of July 1, 1996 (the "Merger Agreement") by and     
among Interpoint, Crane Acquisition Corp., a wholly-owned subsidiary of the     
Company ("Acquisition"), and the Company whereby Acquisition will be merged with
and into Interpoint (the "Merger").                                             

         We are acting as special counsel for the Company in connection with the
Registration Statement, the Merger and certain matters contemplated thereby.    

         We have examined originals, or copies certified to our satisfaction, of
such corporate records of the Company, certificates of public officials,        
certificates of officers and representatives of the Company and other documents 
as we have deemed it necessary or appropriate to review as a basis for the      
opinions hereinafter expressed. In such examination, we have assumed the        
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity with authentic originals of all documents submitted
to us as copies and the authenticity of the originals of such latter documents. 
As to the questions of fact material to the opinions hereinafter expressed, we  
have, when relevant facts were not independently established, relied upon the   
representations set forth in the Merger Agreement, certificates of public       
officials and officers of the Company and other appropriate persons and         
statements of the Company contained in the Registration Statement.              

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     Based upon and subject to the foregoing, and having regard to legal
consideration which we deem relevant, we are of the opinion that upon the       
approval of the Merger Agreement by the requisite vote of the stockholders of   
Interpoint and the consummation of the Merger pursuant to the Washington        
Business Corporation Act, the Shares when issued pursuant to the terms of the   
Merger Agreement will have been legally and validly issued, fully paid and      
nonassessable.                                                                  

      The foregoing opinions are limited to the federal laws of the United
States of America and the General Corporation Law of the State of Delaware, and 
we do not express any opinion as to the laws of any other jurisdiction.         

        We hereby consent to reference to us under the heading "Legal Opinion"
in the Proxy Statement/Prospectus and to the filing of this opinion as Exhibit 5
to the Registration Statement.                                                  

   Very truly yours,

                     /s/ Milbank, Tweed, Hadley & McCloy

AFL/RSR                                                                         

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		9/10/96		1					None on these Dates
		7/1/96		1
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