EXHIBIT 5.1



                            KELLEY DRYE & WARREN LLP
                               TWO STAMFORD PLAZA
                              281 TRESSER BOULEVARD
                               STAMFORD, CT 06901



                                                         October 9, 2001



     Cannondale Corporation
     16 Trowbridge Drive
     Bethel, Connecticut 06801

     Ladies and Gentlemen:


           We have acted as counsel to Cannondale Corporation, a Delaware
     corporation (the "Company"), in connection with the proposed offering of an
     aggregate of 977,777 shares of Common Stock, $.01 par value (the "Shares")
     underlying the 8% Convertible Debentures (the "Debentures") as described in
     the Registration Statement on Form S-3 filed by the Company with the
     Securities and Exchange Commission (the "Commission") pursuant to the
     Securities Act of 1933, as amended (the "Act"), to which this opinion
     constitutes an exhibit (the "Registration Statement"). As such counsel, you
     have requested our opinion as to the matters described herein relating to
     the Shares. All capitalized terms used but not defined herein shall have
     the meanings assigned to them in the Registration Statement.

           We have examined the Company's Amended and Restated Certificate of
     Incorporation and Amended and Restated By-Laws, in each case
     as amended and restated through the date hereof; minutes of the Company's
     corporate proceedings through the date hereof, as made available to us by
     officers of the Company; an executed copy of the Registration Statement and
     all exhibits thereto in the form filed with the Commission; and such
     matters of law and such documents and other instruments as we have deemed
     necessary in order to deliver the within opinion. In the course of
     our examination, we have assumed the genuineness of all signatures, the
     authority of all signatories (other than signatories signing on behalf of
     the Company) to sign on behalf of their principals, if any, the
     authenticity of all documents submitted to us as original documents and the
     conformity to original documents of all documents submitted to us as
     certified or photostatic copies. As to certain factual matters, we have
     relied upon information furnished to us by officers of the Company.

           Based on the foregoing and solely in reliance thereon, it is our
     opinion that the Shares have been duly authorized and the Shares, upon
     conversion of the Debentures pursuant to the terms of the Debentures, will
     be validly issued, fully paid and nonassessable.

           We hereby consent to the filing of this letter as an exhibit to the
     Registration Statement and to the reference to it in the Prospectus
     included therein under the caption "Legal Matters." In giving such consent,
     we do not admit that we are in the category of persons whose consent is
     required under Section 7 of the Act.

                                                 Very truly yours,

                                                 KELLEY DRYE & WARREN LLP



                                                By:  /S/ JOHN T. CAPETTA
                                                     --------------------------
                                                     A Member of the Firm