EXHIBIT 5.1

Gibraltar Steel Corporation
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228

          Re:  Gibraltar Steel Corporation
               Registration Statement on Form S-8

Gentlemen:

           We  have  acted  as counsel for Gibraltar Steel  Corporation,  a
Delaware   corporation  (the  "Corporation"),  in   connection   with   the
preparation  and filing of a registration statement of the  Corporation  on
Form  S-8 (the "Registration Statement") under the Securities Act of  1933,
as  amended, covering up to 250,000 shares of its common stock,  par  value
$.01  per share (the "Shares") to be issued pursuant to the Gibraltar Steel
Corporation  Incentive  Stock Option Plan Third Amendment  and  Restatement
(the "Plan").

           We  have examined copies of the Certificate of Incorporation and
By-Laws  of  the Corporation, each as amended to date, and the  minutes  of
various  meetings  of the Board of Directors of the Corporation.   We  have
examined  the  Registration  Statement,  the  Plan  and  the  original   or
reproduced  or  certified  copies  of  such  records  of  the  Corporation,
certificates   of   public   officials,  certificates   of   officers   and
representatives  of  the  Corporation, and such  other  documents,  papers,
statutes and authorities all as we have deemed necessary to form the  basis
of  the  opinion  hereinafter  expressed.  In such  examinations,  we  have
assumed  the  genuineness  of  signatures and the  conformity  to  original
documents of the documents supplied to us as copies thereof.

           Based upon the foregoing, we are of the opinion that the Shares,
when  duly  issued  and sold pursuant to the terms of the  Plans,  will  be
validly issued, fully paid and nonassessable.

           We  hereby consent to be named in the Registration Statement  as
the  attorneys  who have passed upon the legality of the  securities  being
offered  thereby, and to the filing of this opinion as an  exhibit  to  the
Registration Statement.

                              Very truly yours,

                /s/ LIPPES, SILVERSTEIN, MATHIAS & WEXLER LLP  
                    LIPPES, SILVERSTEIN, MATHIAS & WEXLER LLP