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                        [VINSON & ELKINS LETTERHEAD]
                           

                                                                   EXHIBIT 5.1 


                                                   (713)  758-2148(713) 615-5306


                               January 8, 1996


Cooper Industries, Inc.
4000 First City Tower
1001 Fannin Street
Houston, Texas 77002

Gentlemen:

         We have acted as your counsel in connection with your proposed
offering, issuance and sale of debt securities (the "Debt Securities") having
an aggregate initial offering price of up to $300,000,000 to be issued from
time to time under an indenture dated as of January 15, 1990, as amended by the
Trust Indenture Reform Act of 1990 (as so amended, the "Indenture"), between
you and The Chase Manhattan Bank (National Association), as Trustee (the
"Trustee"), such Debt Securities to bear interest, if any, at such rates and to
be payable at such times, to have such redemption provisions, if any, and to
mature at such times and otherwise to have such terms as may be determined from
time to time as contemplated by the Prospectus included as part of your
registration statement on Form S-3 (the "Registration Statement") with respect
to the Debt Securities, which is being filed herewith with the Securities and
Exchange Commission under the Securities Act of 1933, as amended.

         For the purpose of this opinion, we have examined such corporate
records and other documents and have reviewed such questions of law as we
considered necessary or appropriate for the purpose of this opinion.

         Based on our examination and review, we hereby advise you that, in our
opinion, when the Registration Statement has become effective under the
Securities Act of 1933, as amended, and all necessary proceedings have been
taken by your Board of Directors or such committee as may have been duly
authorized by the Board of Directors with respect thereto in connection with
the authorization, issuance and sale of the Debt Securities and related
matters, the Debt Securities, when duly executed on your behalf and
authenticated by the Trustee and issued and delivered pursuant to the Indenture
against payment to you of the authorized consideration therefor, will be duly
authorized and validly issued and will be binding obligations of yourself
(subject to applicable bankruptcy, reorganization, insolvency, moratorium and
similar laws and judicial decisions relating to or affecting creditors' rights
generally from time to time in effect
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Cooper Industries, Inc.
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January 8, 1996


and the application of equitable principles which are in the discretion of the
courts) provided that the proceeds to the Company from public and private
offerings of all Debt Securities do not exceed $300,000,000.

         In rendering this opinion, we assumed that the Debt Securities, when
issued, will not result in a default under or breach of any agreement or
instrument binding upon the Company or contain any term or provision which is
contrary to the law or public policy of any applicable jurisdiction, including,
without limitation, laws limiting or regulating the amount of interest which
may lawfully be charged or collected on the Debt Securities.

         We are members of the Texas Bar.  This opinion is limited in all
respects to the laws of the State of New York and the State of Texas, the Ohio
General Corporation Law and the federal laws of the United States of America.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the caption "Legal
Opinions" in the Prospectus forming a part of the Registration Statement.  In
giving this consent, we do not hereby admit that we are within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933
and the rules and regulations of the Securities and Exchange Commission
thereunder.

                                          Very truly yours,


                                          /S/  VINSON & ELKINS L.L.P.

                                          VINSON & ELKINS L.L.P.