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                                                                     Exhibit 5.1

                     [LETTERHEAD OF DECHERT PRICE & RHOADS]

                                January 27, 1997


International Knife & Saw, Inc.
1299 Cox Avenue
Erlanger, Kentucky 41018


                         International Knife & Saw, Inc.
                   11 3/8% Senior Subordinated Notes due 2006


Dear Sirs:

                  We have acted as counsel for International Knife & Saw, Inc.,
a Delaware corporation (the "Issuer"), in connection with the filing by the
Issuer of a Registration Statement on Form S-4, Registration No. 333-17305 (the
"Registration Statement"), with the Securities and Exchange Commission for the
purpose of registering up to $90 million aggregate principal amount of the
Issuer's 11 3/8% Senior Subordinated Notes Due 2006 (the "New Notes") under the
Securities Act of 1933, as amended (the "Act"). The New Notes are to be issued
in exchange for an equal aggregate principal amount of the Issuer's outstanding
11 3/8% Senior Subordinated Notes due 2006 (the "Existing Notes") pursuant to
the Registration Rights Agreement among the Issuer and Schroder Wertheim & Co.
Incorporated and Smith Barney Inc. filed as Exhibit 4.2 to the Registration
Statement. The New Notes are to be issued pursuant to the terms of the indenture
(the "Indenture") between the Issuer and United States Trust Company of New
York, as trustee (the "Trustee"), filed as Exhibit 4.1 to the Registration
Statement. The Indenture is to be qualified under the Trust Indenture Act of
1939, as amended (the "TIA").

                  In connection with the foregoing, we have reviewed such
records, documents, agreements and certificates, and examined such questions of
law, as we have considered necessary or appropriate
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International Knife & Saw, Inc.
January 27, 1997
Page 2


for the purpose of this opinion. In making our examination of records,
documents, agreements and certificates, we have assumed the authenticity of the
same, the correctness of the information contained therein, the genuineness of
all signatures, the authority of all persons entering and maintaining records or
executing documents, agreements and certificates (other than persons executing
documents, agreements and certificates on behalf of the Issuer), and the
conformity to authentic originals of all items submitted to us as copies
(whether certified, conformed, photostatic or by other electronic means) of
records, documents, agreements or certificates. In rendering our opinion, we
have relied as to factual matters upon certificates of public officials and
certificates and representations of officers of the Issuer.

                  We have assumed that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes a legal, valid and binding
agreement of the Trustee. In addition, we have assumed that there will be no
changes in applicable law between the date of this opinion and the date of
issuance and delivery of the New Notes.

                  Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion that (i) the New Notes
have been duly authorized by the Issuer and (ii) when the Registration Statement
has been declared effective, when the Indenture has been duly qualified under
the TIA, when the New Notes have been duly executed by the Issuer and when the
New Notes have been duly authenticated by the Trustee in accordance with the
terms of the Indenture and issued and delivered against exchange of the Existing
Notes in accordance with the terms set forth in the prospectus which is included
in the Registration Statement, the New Notes will be valid and binding
obligations of the Issuer.

                  This opinion is rendered to the Issuer in connection with the
filing of the Registration Statement and for no other purpose. We are members of
the Bar of the State of New York, and we express no opinion as to the laws of
any jurisdiction other than the laws of the United States of America, the State
of New York and, to the extent necessary to render this opinion, the General
Corporation Law of the State of Delaware.

                  We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement and to the use of our name under the caption
"Legal Matters" in the prospectus which is included in the Registration
Statement. In giving the foregoing consent, we do not admit that we come within
the category of persons whose consent is required by the Act or the rules and
regulations promulgated thereunder.


                                       Very truly yours,


                                       /s/ DECHERT PRICE & RHOADS