EXHIBIT 5
 
May 28, 1998
Columbus McKinnon Corporation
140 John James Audubon Parkway
Amherst, New York 14228-1197
 
                    Re: Registration Statement on Form S-4
 
Ladies and gentlemen:
 
  We have acted as counsel to Columbus McKinnon Corporation, a New York
corporation (the "Company"), in connection with the preparation and filing
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), of a Registration Statement on
Form S-4 (the "Registration Statement") relating to the offer (the "Exchange
Offer") by the Company to exchange $1,000 principal amount of its 8 1/2%
Senior Subordinated Notes due April 1, 2008 (the "Exchange Notes") for each
$1,000 principal amount of its outstanding 8 1/2% Senior Subordinated Notes
due April 1, 2008 (the "Private Notes"), of which $200,000,000 aggregate
principal amount was issued and sold on March 31, 1998 in a transaction exempt
from registration under the Act and is outstanding on the date hereof. The
Private Notes were issued under, and the Exchange Notes are to be issued
under, the Indenture dated as of March 31, 1998 between the Company and State
Street Bank and Trust Company, N.A., as trustee (the "Trustee").
 
  As such counsel, we have examined originals or copies of the Certificate of
Incorporation and By-Laws of the Company, each as amended to date, the
Indenture and the Registration Statement. We have also examined original,
reproduced or certified copies of all such records of the Company, such other
agreements and such certificates of officers and representatives of the
Company and others, and such statutes and authorities, as we have deemed
relevant and necessary to form the basis of the opinions hereinafter
expressed. In such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to original documents of the copies of documents supplied to us
as copies thereof. As to various questions of fact material to the opinions
hereinafter expressed, we have relied on representations, statements and
certificates of officers and representatives of the Company and others.
 
  Attorneys involved in the preparation of this opinion are admitted to
practice law in the State of New York and we do not purport to be exports on,
or to express any opinion herein concerning, any laws other than the laws of
the State of New York and the federal laws of the United States of America.
 
  Based upon and subject to the foregoing, we are of the opinion that the
Exchange Notes have been duly and validly authorized and, when duly executed
by the proper officers of the Company, duly authenticated by the Trustee and
issued by the Company in accordance with the terms of the Indenture and the
Exchange Offer, will constitute the legal, valid and binding obligations of
the Company in accordance with their terms and the terms of the Indenture,
subject to the effect of applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization or similar laws affecting the rights of creditors
generally and court decisions with respect thereto and we express no opinion
with respect to the application of equitable principles or remedies in any
proceeding, whether at law or in equity.
 
  We consent to being named in the Registration Statement and related
prospectus as counsel who are passing upon the legality of the Exchange Notes
for the Company and to the reference to our name under the caption "Legal
Matters" in such prospectus. We also consent to the filing of this opinion as
an exhibit to the Registration Statement or any amendment thereto. In giving
such consents, we do not admit hereby that we come within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
 
  No one other than the addressee indicated first above shall be entitled to
rely on this opinion.
 
                                          Very truly yours,
 
                                          Lippes, Silverstein, Mathias &
                                           Wexler LLP