Exhibit 5.1




                                        June 17, 1994



Graco Inc.
4050 Olson Memorial Highway
Golden Valley, Minnesota 55422-5332

Ladies and Gentlemen:

      I am a member of the bar of the State of Minnesota and Vice
President, General Counsel and Secretary of Graco Inc. (the "Company").
Reference is made to the Registration Statement on Form S-8 that the
Company intends to file with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the purpose of
registering 100,000 shares of Common Stock, $1.00 par value, of the
Company, to be issued to nonemployee directors pursuant to the Graco
Inc. Nonemployee Director Stock Plan (the "Plan").  I have examined such
documents and have reviewed such questions of law as I have considered
necessary and appropriate for the purposes of this opinion.

      I am of the opinion that the shares of Common Stock to be issued
to nonemployee directors pursuant to the Plan, will, when issued, be
legally issued, fully paid and nonassessable, provided (i) the purchase
price of newly issued shares is at least equal to the par value of the
shares of Common Stock and (ii) the Registration Statement, as then
amended, shall remain effective under the Securities Act of 1933, as
amended.

      I consent to the use of this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,


                                        /s/ Robert M. Mattison

                                        Robert M. Mattison
                                        Vice President, General Counsel
                                          and Secretary

RMM/sp

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