Exhibit 5.1


                        [Battle Fowler LLP letterhead]




                                October 4, 1996



Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, PA  15017


                  Re:  Universal Stainless & Alloy Products, Inc.
                       Registration Statement on Form S-8 Filed in
                       Connection with the 1996 Employee Stock Purchase Plan



Ladies and Gentlemen:

          We have acted as counsel for Universal Stainless & Alloy Products,
Inc., a Delaware corporation (the "Company"), in connection with the
preparation and filing of a registration statement on Form S-8 (the "S-8
Registration Statement"), pursuant to which the Company proposes to offer and
sell up to 90,000 shares ("Employee Shares") of its common stock, par value
$0.001 per share (the "Common Stock"). You have requested that we furnish our
opinion as to the matters hereinafter set forth.

          In this connection we have examined the following documents:

          1.   A copy of the Amended and Restated Certificate of Incorporation
               of the Company, as certified by the Secretary of State of the
               State of Delaware on September 3, 1996;

          2.   The By-Laws of the Company, as certified by the Secretary of the
               Company;

          3.   The minute books of the Company, including (a) the resolutions
               of the Board of Directors of the Company (the "Board"), dated
               March 29, 1996, approving the adoption of the Company's 1996
               Employee Stock Purchase Plan (the "Plan"), (b) the resolutions
               of

C/M:  11834.0000 403502.2




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Universal Stainless & Alloy Products, Inc.                      October 4, 1996



               the  Board, dated September 25, 1996, (i) reserving the Employee
               Shares for future issuance pursuant to the Plan and (ii)
               authorizing, among other things, the issuance of the Employee
               Shares pursuant to the Plan and the filing of the S-8
               Registration Statement;

          4.   The Plan;

          5.   The S-8 Registration Statement; and

          6.   Certificates or telegrams of public officials as to matters set
               forth therein and certificates of representatives of the Company
               as to matters set forth therein.

          In rendering this opinion, we have assumed the capacity to sign and
the genuineness of all signatures of all persons executing agreements,
instruments or documents examined or relied upon by us, the authenticity of all
agreements, instruments or documents submitted to us as originals and the
conformity with the original agreements, instruments or documents of all
agreements, instruments or documents submitted to us as copies.

          With respect to matters of fact, we have relied upon the written
statements and certificates of officers of the Company and certificates of
public officials. We have not independently verified the accuracy of the
matters set forth in the written statements or certificates upon which we have
relied, including the organization, existence, good standing, assets, business
or affairs of the Company, nor have we undertaken any lien, intellectual
property, suit or judgment searches or searches of court dockets in any
jurisdiction.

          We are not admitted to the practice of law in any jurisdiction but
the State of New York, and we do not express any opinion as to the laws of
other states or jurisdictions other than the federal law of the United States
and the General Corporation Law of the State of Delaware. No opinion is
expressed as to the effect that the law of any other jurisdiction may have upon
the subject matter of the opinion expressed herein under conflicts of law
principles, rules and regulations or otherwise.

          Except for the opinions set forth in the immediately following
paragraph, we express no opinions and no opinions should be implied.


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Universal Stainless & Alloy Products, Inc.                      October 4, 1996


          Based upon and subject to the foregoing, we are of the opinion that
the Employee Shares have been duly authorized for issuance pursuant to the Plan
and, when issued and delivered against payment therefor and otherwise in the
manner described in the Plan and in the resolutions of the Board authorizing
the same, will be validly issued, fully paid and nonassessable.

          We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement and to the use of the name of our firm therein. In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act of 1933, as
amended.

                                           Very truly yours,


                                           /s/ Battle Fowler LLP


C/M:  11834.0000 403502.2