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                                                        Exhibit 5

           [Gallop, Johnson & Neuman, L.C. Letterhead]

                           May 9, 1995



Board of Directors
Top Air Manufacturing, Inc.
406 Highway 20
Parkersburg, Iowa  50665

     Re:  Top Air Manufacturing, Inc.
          Registration Statement on Form S-4
          ----------------------------------

Gentlemen:

     We have acted as counsel for Top Air Manufacturing, Inc., an
Iowa corporation (hereinafter called the "Company"), in connection
with various legal matters related to the filing of a Registration
Statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering 850,000 shares of
common stock of the Company, without par value (the "Common
Stock"), which will be delivered by the Company in exchange for
substantially all of the assets of Clay Equipment Corporation (Clay
Equipment") and the assumption by the Company of certain
liabilities of Clay Equipment.

     We have examined such corporate records of the Company, such
laws and such other information as we have deemed relevant,
including the Company's Amended and Restated Articles of
Incorporation, By-Laws, resolutions adopted by the Board of
Directors of the Company relating to such offering and certificates
received from state officials and from officers of the Company.  In
delivering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents
submitted to us as certified, photostatic or conformed copies and
the correctness of statements submitted to us by officers of the
Company.

     Based solely on the foregoing, the undersigned is of the
opinion that:

     1.   The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Iowa.

     2.   The Common Stock being delivered by the Company, if
delivered in the manner described in the Registration Statement,
will be validly issued and outstanding and will be fully paid and
non-assessable.

 2

Board of Directors
May 9, 1995
Page 2


     We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the
Registration Statement.  We also consent to your filing of copies
of this opinion as an exhibit to the Registration Statement with
agencies of such states as you deem necessary in the course of
complying with the laws of such states regarding the issuance of
the Common Stock being sold.

                              Very truly yours,


                              /s/ Gallop, Johnson & Neuman, L.C.
                              GALLOP, JOHNSON & NEUMAN, L.C.