EXHIBIT 5

                                 [Letterhead of]

                           CRAVATH, SWAINE & MOORE LLP
                                [New York Office]


                                                                 [_______], 2004


                                  Milacron Inc.
                      16,300,000 Shares of Common Stock and
                         16,300,000 Subscription Rights
                       Registration Statement on Form S-1
                          (Registration No. 333-116892)

Ladies and Gentlemen:

     We have acted as counsel to Milacron Inc., a Delaware corporation (the
"Company"), in connection with the Registration Statement on Form S-1, as
amended (Registration No. 333-116892) (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to the registration
of 16,300,000 shares of Common Stock, par value $0.01 per share (and the
associated rights), of the Company (the "Common Stock") and 16,300,000
subscription rights (the "Rights") referred to therein.

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the Registration Statement and the
exhibits thereto and such documents, corporate records and other instruments as
we have deemed necessary or appropriate for purposes of this opinion, including,
without limitation, a specimen certificate representing the Common Stock, the
form of subscription certificate in respect of the Rights, and resolutions
adopted by the Board of Directors of the Company on June 9, 2004.

     Based on the foregoing, we are of opinion as follows:

     1. The Rights have been duly and validly authorized, and, when validly
issued in accordance with such authorization, will constitute legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer and other similar laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity, including, without limitation,



                                                                               2

concepts of materiality, reasonableness, good faith and fair dealing, regardless
of whether considered in a proceeding in equity or at law).

     2. The shares of Common Stock issuable upon the exercise of the Rights have
been duly and validly authorized, and, when issued and paid for as contemplated
in the Registration Statement, will be validly issued, fully paid and
nonassessable.

     We are admitted to practice in the State of New York, and we express no
opinion as to any matters governed by any laws other than the laws of the State
of New York, the General Corporation Law of the State of Delaware and the
Federal laws of the United States of America.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to our
firm under the caption "Legal Matters" in the Registration Statement. In giving
this consent, we do not thereby admit that we are included in the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission.


                                Very truly yours,



Milacron Inc.
     2090 Florence Avenue
         Cincinnati, OH 45206