Exhibit 5


May 17, 2000


Terex Corporation
500 Post Road East
Westport, CT  06880

         RE:      Registration Statement on Form S-8

Ladies and Gentlemen:

I am Senior Vice President,  General Counsel and Secretary of Terex Corporation,
a  Delaware  corporation  (the  "Company"),  and am  rendering  this  opinion in
connection  with the Company's  filing of a  Registration  Statement on Form S-8
(the "Registration  Statement") under the Securities Act of 1933, as amended, to
register  2,000,000  shares of the Company's  common  stock,  par value $.01 per
share (the "Common  Stock"),  issuable  under the Company's  2000 Incentive Plan
(the "Plan").

I am admitted  to the  practice of law in the State of New York and I express no
opinion  as to the  laws  of any  other  jurisdiction  other  than  the  General
Corporation Law of the State of Delaware.

In connection  with the  foregoing,  I have  examined,  among other things,  the
Registration Statement,  the Plan, and originals or copies,  satisfactory to me,
of all such corporate records and of all such agreements, certificates and other
documents  as I have deemed  relevant  and  necessary as a basis for the opinion
hereinafter  expressed.  In such examination,  I have assumed the genuineness of
all signatures,  the authenticity of all documents submitted to me as originals,
the  conformity  with the original  documents  of  documents  submitted to me as
certified or photostatic  copies and the  authenticity  of the originals of such
copies.  As to various  facts  material to such  opinion,  I have, to the extent
relevant facts were not independently  established by me, relied on certificates
of public  officials and  certificates and oaths and declarations of officers or
other representatives of the Company.

Based upon and subject to the foregoing,  I am of the opinion that the 2,000,000
shares  of  the  Company's  Common  Stock  being  registered   pursuant  to  the
Registration  Statement,  when issued pursuant to the provisions of the Plan and
upon payment of the purchase price therefor,  will be duly  authorized,  validly
issued, fully paid and non-assessable.

I hereby  consent to the  filing of a copy of this  opinion as an exhibit to the
Registration  Statement and to the use of my name in such Registration Statement
as counsel who has passed upon the legality of the Common  Stock,  including any
amendment thereto.

Respectfully,

/s/ Eric I Cohen
Eric I Cohen
Senior Vice President, General Counsel and Secretary