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                           Levett, Rockwood & Sanders
                            Professional Corporation
                               33 Riverside Avenue
                           Westport, Connecticut 06880




                                          November 18, 1997



Cannondale Corporation
9 Brookside Place
Georgetown, Connecticut  06829-0122


         Re:      Cannondale Corporation
                  Registration Statement on Form S-8

Dear Sirs:

         Cannondale Corporation, a Delaware corporation (the "Company"), has
filed a Registration Statement on Form S-8 (the "Registration Statement"),
relating to the offering of Common Stock pursuant to its 1994 Employee Stock
Purchase Plan (the "Purchase Plan"), under which an aggregate of 348,750 shares
of Common Stock, par value $.01 per share (the "Shares"), of the Company are
being offered to employees of the Company and its subsidiaries. In connection,
therewith, we, as counsel for the Company, have examined such corporate records,
other documents and questions of law as we have deemed relevant for the purposes
of this opinion.

         Upon the basis of such examination, we are of the opinion that the
Shares have been duly authorized and, when sold in the manner contemplated by
the Purchase Plan filed as an exhibit to the Registration Statement and upon
receipt by the Company of payment therefor as provided therein, will be validly
issued, fully paid and non-assessable.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,

                                        /s/ Levett, Rockwood & Sanders
                                            Professional Corporation