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                                  EXHIBIT 5.1





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March 18, 1996



Daniel Industries, Inc.
9753 Pine Lake Drive
Houston, Texas 77055

Attention: Michael R. Yellin

Gentlemen:

I have acted on behalf of Daniel Industries, Inc., a Delaware corporation (the
"Company"), as Counsel, in connection with the registration under the
Securities Act of 1933 as amended, of 100,000 shares of the Company's Common
Stock, $1.25 par value (the "Shares"), and 100,000 preferred share purchase
rights of the Company issuable in connection with the issuance of the Shares
(the "Rights"), to be issued upon the terms and subject to the conditions set
forth in the Company's Stock Award Plan (the "Plan").  In connection therewith,
I have examined either the original or copies of the Certificate  of
Incorporation of the Company, its By-laws, the Rights Agreement dated as of May
31, 1990 between the Company and Wachovia Bank and Trust Company, N.A., as
Rights Agent, the Plan, the records of relevant corporate proceedings with
respect to the issuance of the Shares and the Rights and such other documents
and instruments I have deemed necessary or appropriate for the expression of
the opinions contained herein.

Based on the foregoing and having regard for such other legal considerations I
have deemed relevant, I am of the opinion that: (i) the Shares have been duly
authorized, and when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable and (ii) the Rights have been
duly authorized and, when the Shares have been issued in accordance with the
terms of the Plan, will be validly issued.

I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

Very truly yours,



/s/   Thomas L. Sivak
      Thomas L. Sivak