Exhibit 5.1




                                                           April 26, 2004
Crane Co.
100 First Stamford Place
Stamford, CT 06902
Gentlemen:

     Reference  is made to the  Registration  Statement  on Form S-8 to be filed
contemporaneously  herewith  under the  Securities Act of 1933 by Crane Co. (the
"Registrant")  relating to 4,500,000 shares of common stock, par value $1.00 per
share ("Common  Stock"),  of the Registrant to be issued from time to time under
the Crane Co. 2004 Stock Incentive Plan (the "Plan").

     The  undersigned  has examined the  originals,  certified  copies or copies
otherwise  identified to his  satisfaction  as being true copies of the Plan and
such other  documents as he has deemed  necessary or appropriate for purposes of
this opinion. Based on the foregoing, the undersigned is of the opinion that the
4,500,000  shares of Common Stock to be issued under the Plan, when issued under
the terms of the Plan,  will be  legally  and  validly  issued,  fully  paid and
non-assessable.

     The undersigned is the Vice President, General Counsel and Secretary of the
Registrant  and as of April 5,  2004  beneficially  owned  61,901  shares of the
Registrant's  Common  Stock and held options to purchase  329,234  shares of the
Registrant's Common Stock. The undersigned hereby consents to the filing of this
opinion as an exhibit to the Registration Statement.

                                        Very truly yours,



                                        /s/ Augustus I. duPont