EXHIBIT 5.2


                                                               13 September 2002


Securities & Exchange Commission
450 5th Street, N.W.
Judiciary Plaza
Washington D.C. 20549

Dear Sirs

RE:- COOPER INDUSTRIES, LTD. (THE "COMPANY")

We have acted as legal counsel in Bermuda to the Company in connection with the
registration of the Company's guarantee of up to $500 million aggregate
principal amount of debt securities of Cooper Industries, Inc. (the "Debt
Securities").

For the purposes of this opinion we have examined and relied upon the documents
listed, and in some cases defined, in the Schedule to this opinion (the
"Documents") together with such other documentation, as we have considered
requisite to this opinion.


ASSUMPTIONS

In stating our opinion we have assumed:

(a)      the authenticity, accuracy and completeness of all Documents and other
         documentation examined by us submitted to us as originals and the
         conformity to authentic original documents of all Documents and other
         such documentation submitted to us as certified, conformed, notarised,
         faxed or photostatic copies;

(b)      that each of the Documents and other such documentation which was
         received by electronic means is complete, intact and in conformity with
         the transmission as sent;

(c)      the genuineness of all signatures on the Documents;

(d)      the authority, capacity and power of each of the persons signing the
         Documents (other than the Company in respect of the Subject
         Agreements);

(e)      that any representation, warranty or statement of fact or law, other
         than as to the laws of Bermuda, made in any of the Documents is true,
         accurate and complete;

(f)      that the Transaction Documents constitute the legal, valid and binding
         obligations of each of the parties thereto, other than the Company in
         respect of


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         the Subject Agreements, under the laws of its jurisdiction of
         incorporation or its jurisdiction of formation;

(g)      that the Transaction Documents have been validly authorised, executed
         and delivered by each of the parties thereto, other than the Company in
         respect of the Subject Agreements, and the performance thereof is
         within the capacity and powers of each such party thereto, and that
         each such party to which the Company purportedly delivered the Subject
         Agreements has actually received and accepted delivery of such Subject
         Agreements;

(h)      that the Transaction Documents will effect, and will constitute legal,
         valid and binding obligations of each of the parties thereto,
         enforceable in accordance with their terms, under the laws of the State
         of New York by which they are expressed to be governed;

(i)      that the Transaction Documents are in the proper legal form to be
         admissible in evidence and enforced in the courts of the State of New
         York and in accordance with the laws of the State of New York, and that
         the Subject Agreements do not create a charge or lien over the assets
         of the Company under the laws of the State of New York;

(j)      that there are no provisions of the laws or regulations of any
         jurisdiction other than Bermuda which would be contravened by the
         execution or delivery of the Transaction Documents or which would have
         any implication in relation to the opinion expressed herein and that,
         in so far as any obligation under, or action to be taken under, the
         Transaction Documents is required to be performed or taken in any
         jurisdiction outside Bermuda, the performance of such obligation or the
         taking of such action will constitute a valid and binding obligation of
         each of the parties thereto under the laws of that jurisdiction and
         will not be illegal by virtue of the laws of that jurisdiction;

(k)      that each of the parties other than the Company to the Subject
         Agreements is not carrying on investment business in or from within
         Bermuda under the provisions of the Investment Business Act 1998 as
         amended from time to time (the "IBA");

(l)      that the Resolutions are in full force and effect, have not been
         rescinded, either in whole or in part, and accurately record the
         resolutions adopted by all of the Directors of the Company as unanimous
         written resolutions of the Board and that there is no matter affecting
         the authority of the Directors to effect entry by the Company into the
         Subject Agreements, not disclosed by the Constitutional Documents or
         the Resolutions, which would have any adverse implication in relation
         to the opinions expressed herein;

(m)      that the Company has entered into its obligations under the Subject
         Agreements in good faith for the purpose of carrying on its business
         and that, at the time it did so, there were reasonable grounds for
         believing that the transactions contemplated by the Subject Agreements
         would benefit the Company; and


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(n)      that each transaction to be entered into pursuant to the Subject
         Agreements is entered into in good faith and for full value and will
         not have the effect of preferring one creditor over another.


OPINION

Based upon and subject to the foregoing and subject to the reservations set out
below and to any matters not disclosed to us, we are of the opinion that:

(1)      The execution, delivery and performance by the Company of the Subject
         Agreements to which it is a party, the transactions contemplated
         thereby including the guarantee by the Company of the Debt Securities
         have been duly authorised by all necessary corporate action on the part
         of the Company.

(2)      The Subject Agreements to which the Company is a party which include
         the guarantee of the Debt Securities have been duly executed by the
         Company and each constitutes legal, valid and binding obligations of
         the Company, enforceable against the Company in accordance with its
         terms.

(3)      No consent, licence or authorisation of, filing with, or other act by
         or in respect of, any governmental authority or court of Bermuda is
         required to be obtained by the Company in connection with the guarantee
         by the Company of the Debt Securities and the execution, delivery or
         performance by the Company of the Subject Agreements or to ensure the
         legality, validity, admissibility into evidence or enforceability as to
         the Company, of the Subject Agreements.

(4)      The statements in the Registration Statement under the heading
         "Enforcement of Judgements and Service of Process" and under the
         heading "certain tax considerations - Bermuda tax considerations"
         insofar as they purport to describe the provisions of the laws of
         Bermuda referred to therein, are accurate and correct in all material
         respects.

(5)      A final and conclusive judgment of a competent foreign court against
         the Company based upon the Subject Agreements (other than a court of
         jurisdiction to which The Judgments (Reciprocal Enforcement) Act, 1958
         applies, and it does not apply to the courts of the State of New York)
         under which a sum of money is payable (not being a sum payable in
         respect of taxes or other charges of a like nature, in respect of a
         fine or other penalty, or in respect of multiple damages as defined in
         The Protection of Trading Interests Act 1981) may be the subject of
         enforcement proceedings in the Supreme Court of Bermuda under the
         common law doctrine of obligation by action on the debt evidenced by
         the judgment of such competent foreign court. A final opinion as to the
         availability of this remedy should be sought when the facts surrounding
         the foreign court's judgment are known, but, on general principles, we
         would expect such proceedings to be successful provided that:


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         (i)      the court which gave the judgment was competent to hear the
                  action in accordance with private international law principles
                  as applied in Bermuda; and

         (ii)     the judgment is not contrary to public policy in Bermuda, has
                  not been obtained by fraud or in proceedings contrary to
                  natural justice and is not based on an error in Bermuda law.

         Enforcement of such a judgment against assets in Bermuda may involve
         the conversion of the judgment debt into Bermuda dollars, but the
         Bermuda Monetary Authority has indicated that its present policy is to
         give the consents necessary to enable recovery in the currency of the
         obligation.


RESERVATIONS

We have the following reservations:

(a)      The term "enforceable" as used in this opinion means that there is a
         way of ensuring that each party performs an agreement or that there are
         remedies available for breach.

(b)      We express no opinion as to the availability of equitable remedies such
         as specific performance or injunctive relief, or as to any matters
         which are within the discretion of the courts of Bermuda in respect of
         any obligations of the Company as set out in the Subject Agreements. In
         particular, we express no opinion as to the enforceability of any
         present or future waiver of any provision of law (whether substantive
         or procedural) or of any right or remedy which might otherwise be
         available presently or in the future under the Subject Agreements.

(c)      Enforcement of the obligations of the Company under the Subject
         Agreements may be limited or affected by applicable laws from time to
         time in effect relating to bankruptcy, insolvency or liquidation or any
         other laws or other legal procedures affecting generally the
         enforcement of creditors' rights.

(d)      Enforcement of the obligations of the Company may be the subject of a
         statutory limitation of the time within which such proceedings may be
         brought.

(e)      We express no opinion as to any law other than Bermuda law and none of
         the opinions expressed herein relates to compliance with or matters
         governed by the laws of any jurisdiction except Bermuda. This opinion
         is limited to Bermuda law as applied by the Courts of Bermuda at the
         date hereof.

(g)      Where an obligation is to be performed in a jurisdiction other than
         Bermuda, the courts of Bermuda may refuse to enforce it to the extent
         that such performance


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         would be illegal under the laws of, or contrary to public policy of,
         such other jurisdiction.

(h)      We express no opinion as to the validity, binding effect or
         enforceability of any provision incorporated into any of the Subject
         Agreements by reference to a law other than that of Bermuda, or as to
         the availability in Bermuda of remedies which are available in other
         jurisdictions.

(i)      Where a person is vested with a discretion or may determine a matter in
         his or its opinion, such discretion may have to be exercised reasonably
         or such an opinion may have to be based on reasonable grounds.

(j)      Any provision in the Transaction Documents that certain calculations or
         certificates will be conclusive and binding will not be effective if
         such calculations or certificates are fraudulent or erroneous on their
         face and will not necessarily prevent juridical enquiries into the
         merits of any claim by an aggrieved party.

(k)      We express no opinion as to the validity or binding effect of any
         provision in the Transaction Documents for the payment of interest at a
         higher rate on overdue amounts than on amounts which are current, or
         that liquidated damages are or may be payable. Such a provision may not
         be enforceable if it could be established that the amount expressed as
         being payable was in the nature of a penalty; that is to say a
         requirement for a stipulated sum to be paid irrespective of, or
         necessarily greater than, the loss likely to be sustained. If it cannot
         be demonstrated to the Bermuda court that the higher payment was a
         reasonable pre-estimate of the loss suffered, the court will determine
         and award what it considers to be reasonable damages. Section 9 of The
         Interest and Credit Charges (Regulations) Act 1975 provides that the
         Bermuda courts have discretion as to the amount of interest, if any,
         payable on the amount of a judgment after date of judgment. If the
         Court does not exercise that discretion, then interest will accrue at
         the statutory rate which is currently 7% per annum.

(l)      We express no opinion as to the validity or binding effect of any
         provision of the Subject Agreements which provides for the severance of
         illegal, invalid or unenforceable provisions.

(m)      A Bermuda court may refuse to give effect to any provisions of the
         Subject Agreements in respect of costs of unsuccessful litigation
         brought before the Bermuda court or where that court has itself made an
         order for costs.


DISCLOSURE

Except as otherwise provided in this paragraph, this opinion is addressed to you
solely for your benefit and is neither to be transmitted to any other person,
nor relied upon by any other person or for any other purpose nor quoted or
referred to in any public document nor filed with any governmental agency or
person, without our prior written


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consent, except as may be required by law or regulatory authority provided
that this opinion may be filed as an exhibit to the Registration Statement. This
opinion speaks as of its date and is strictly limited to the matters stated
herein and we assume no obligation to review or update this opinion if
applicable law or the existing facts or circumstances should change. We hereby
consent to the use of our name in the Registration Statement in the context in
which it appears.

This opinion is governed by and is to be construed in accordance with Bermuda
law.

Yours faithfully

/s/ APPLEBY SPURLING & KEMPE


                                  SCHEDULE


1.       Certified copies of the Certificate of Incorporation, Memorandum of
         Association and Bye-Laws for the Company (collectively referred to as
         the "Constitutional Documents").

2.       Certified copy of the written resolutions of the Board of Directors of
         the Company adopted on August 6, 2002 (the "Resolutions").

3.       A certified copy of the Register of Directors and Officers in respect
         of the Company.

4.       A copy of the executed Indenture dated as of January 15, 1990 among
         Cooper Industries, Inc. and The Chase Manhattan Bank (the "Indenture").

5.       A copy of the executed First Supplemental Indenture dated as of 15th
         May 2002 between Cooper Industries, Inc., the Company and JPMorgan
         Chase Bank (the "Supplemental Indenture").

6.       A copy of the executed Second Supplemental Indenture dated 21st June,
         2002 between Cooper Industries, Inc., the Company and JPMorgan Chase
         Bank (the "Second Supplemental Indenture").

7.       A copy of the Form S-3 Registration Statement under the Securities Act
         of 1933 relating to the Debt Securities guaranteed by the Company and
         to be filed with the Securities and Exchange Commission on or about
         September 13, 2002 (the REGISTRATION STATEMENT).

         Documents 5 and 6, are together referred to as the "Subject
         Agreements". The Subject Agreements and documents 4 to 7 inclusive are
         together referred to as the "Transaction Documents".