Exhibit 5.1




December 11, 1996






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



To Whom it May Concern:

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  1,000,000 shares of Common Stock, $1.00
par value, of the Company,  pursuant to the Graco Inc. Long Term Stock Incentive
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 upon  exercise
of stock  options  granted  pursuant to the Plan or issued as  restricted  share
awards  pursuant  to  the  Plan,   will  be  legally  issued,   fully  paid  and
nonassessable,  provided (i) the value received by the Company is at least equal
to the par  value of the  shares  of  Common  Stock  and  (ii) the  Registration
Statement,  as then amended,  shall have become and remains  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

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