EXHIBIT 5.01


                [Letterhead of Wachtell, Lipton, Rosen & Katz]


                                 July 31, 1996



Crompton & Knowles Corporation
One Station Place, Metro Center
Stamford, Connecticut 06902

               Re:  Registration Statement on Form S-1
                    of Crompton & Knowles Corporation
                    ----------------------------------

Ladies and Gentlemen:

          We are acting as special counsel to Crompton & Knowles Corporation, a
Massachusetts corporation ("Crompton"), in connection with the above-captioned
Registration Statement filed by Crompton with the Securities and Exchange
Commission (the "Registration Statement") with respect to up to 1,000,000 
shares of common stock, $0.10 par value ("Crompton Common Stock"), of Crompton
proposed to be offered thereunder by Crompton.

          In connection with this opinion, we have reviewed the Registration
Statement and the exhibits thereto, and we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate
records, agreements, certificates of public officials and of officers of 
Crompton, and other instruments, including an opinion of Massachusetts counsel,
and such matters of law and fact as we have deemed necessary to render the 
opinion contained herein.

          Based upon and subject to the foregoing, we are of the opinion that
the shares of Crompton Common Stock being registered under the Registration
Statement, when issued, will be validly issued, fully paid and non-assessable.

          We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption "LEGAL MATTERS" in the Prospectus 
contained therein.  In giving such consent, we do not hereby admit that



Crompton & Knowles Corporation
July 31, 1996
Page 2



we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.

                                Very truly yours,



                                /s/ Wachtell, Lipton, Rosen & Katz