EXHIBIT 5.1

                                [Duane Morris LLP Letterhead]
                                      February 1, 2002


The Board of Directors of
 Erie Indemnity Company
100 Erie Insurance Place
Erie, Pennsylvania  16530

Ladies and Gentlemen:

         We  have  acted as counsel to Erie Indemnity Company (the "Company") in
connection  with the  preparation  and filing with the  Securities  and Exchange
Commission  under the  Securities  Act of 1933,  as amended,  of a  registration
statement on Form S-8 (the "Registration  Statement")  relating to the offer and
sale by the Company of up to an  aggregate  of 95,735  shares (the  "Shares") of
Class A Common Stock,  no par value,  of the Company,  pursuant to the Company's
Long-Term Incentive Plan (the "Plan").

         As counsel to the Company, we have supervised all corporate proceedings
in connection with the preparation and filing of the Registration  Statement. We
have also  examined  the  Company's  Articles of  Incorporation  and Bylaws,  as
amended  to date,  the  corporate  minutes  and other  proceedings  and  records
relating to the  authorization,  sale and  distribution  of the Shares under the
Plan, and such other documents and matters of law as we have deemed necessary or
appropriate in order to render this opinion.

         Based  upon  the  foregoing, it is our opinion that each of the Shares,
when  distributed in accordance  with the terms and conditions of the Plan, will
be duly authorized,  legally and validly issued and outstanding,  fully paid and
nonassessable.

                                   Sincerely,

                                   DUANE MORRIS LLP

                                   By:/s/ Frederick W. Dreher
                                   --------------------------
                                      A Partner