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                                                   March 28, 2002

Enodis Plc
Washington House
40-41 Conduit Street
London
W1S 2YQ



Ladies and Gentlemen:

We have acted as your special United States counsel in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of a proposed exchange offer of unrestricted (pound)100,000,000 10 3/8%
Senior Notes due 2012 (the "Notes") issued by you for your outstanding
(pound)100,000,000 10 3/8% Senior Notes due 2012, as described in the
Registration Statement on Form F-4 filed with the United States Securities and
Exchange Commission (the "Registration Statement") today. The Notes will be
issued pursuant to an indenture dated as of March 26, 2002 (the "Indenture")
between you and The Bank of New York, as trustee (the "Trustee").

We have examined such certificates, corporate records and other documents, and
such matters of law, as we have deemed necessary or appropriate for the purposes
of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, (a) the
Indenture represents your valid and legally binding obligation subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles and (b) when (i) the Registration Statement has
become effective under the Act and (ii) the Notes have been duly executed and
authenticated in accordance with the Indenture and issued and delivered as
contemplated in the Registration Statement, the Notes will constitute your valid
and legally binding obligations, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.

We also confirm that we have reviewed the information in the Registration
Statement under the caption "Taxation -- United States Taxation" and that in our
opinion the statements of law contained therein are accurate and correct in all
material respects. In rendering this opinion, we expressly incorporate the
statements set forth in the "Taxation -- United States Taxation" section of the
Registration Statement, including the limitations on the matters covered by that
section set forth therein.

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The foregoing opinions are limited to the federal laws of the United States and
the laws of the State of New York and we are expressing no opinion as to the
effect of the laws of any other jurisdiction. Our opinion as to the section
"Taxation -- United States Taxation" in the Registration Statement is limited to
the federal income tax laws of the United States of America and is based upon
existing provisions of the U.S. Internal Revenue Code of 1986 (as amended), the
Treasury regulations thereunder and reported interpretations thereof by the
Internal Revenue Service or the courts in effect as of the date hereof. With
respect to all matters of English law, we note that you have been provided with
the opinion, dated the date hereof, of Clifford Chance, your special U.K.
counsel.

In addition, with respect to the foregoing opinions we have relied as to certain
matters on information obtained from your officers and other sources believed by
us to be responsible, and we have assumed that the Indenture has been duly
authorized, executed and delivered by the Trustee thereunder, an assumption that
we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the prospectus contained in this Registration Statement. In giving
such consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Clifford Chance