EXHIBIT 5.1
 
                    [FEDERAL-MOGUL CORPORATION LETTERHEAD]
 
                                                                June 12, 1998
 
Federal-Mogul Corporation
26555 Northwestern Highway
Southfield, Michigan 48034
 
Ladies and Gentlemen:
 
  I am Associate General Counsel of Federal-Mogul Corporation (the "Company").
I refer to the filing by the Company with the Securities and Exchange
Commission (the "Commission") of Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 (Registration No. 333-50413) (the
"Registration Statement"), relating to guarantees by subsidiaries of the
Company (each a "Guarantee") of debt securities of the Company (the "Debt
Securities"). The Guarantees will be executed by the following subsidiaries of
the Company in connection with the issuance by the Company of certain Debt
Securities: Federal-Mogul Dutch Holdings Inc., Federal-Mogul Global Inc.,
Federal-Mogul U.K. Holdings Inc., Carter Automotive Company, Federal-Mogul
Venture Corporation, Federal-Mogul World Wide, Inc., Federal-Mogul Global
Properties, Inc., Felt Products Mfg. Co., Fel-Pro Management Co. and Fel-Pro
Chemical Products, L.P. (the "Guarantors").
 
  I have reviewed the originals or copies certified or otherwise identified to
my satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and I have made such
investigations of law, as I have deemed appropriate as a basis for the
opinions expressed below.
 
  In rendering the opinions expressed below, I have assumed the authenticity
of all documents submitted to me as originals and the conformity to the
originals of all documents submitted to me as copies. In addition, I have
assumed and have not verified the accuracy as to factual matters of each
document I have reviewed.
 
  Based upon the foregoing, and assuming that (i) the Registration Statement
and any amendments thereto (including post-effective amendments) remains
effective and complies with all applicable laws at the time the Debt
Securities and the Guarantees (together the "Offered Securities") are offered
or issued as contemplated by the Registration Statement; (ii) a prospectus
supplement and/or pricing supplement will have been prepared or filed with the
Commission describing the Offered Securities offered thereby and will comply
with all applicable laws; (iii) all Offered Securities will be issued and sold
in compliance with applicable federal and state laws and in the manner stated
in the Registration Statement and the appropriate prospectus supplement and/or
pricing supplement; (iv) any definitive purchase, underwriting or similar
agreement and any other necessary agreement with respect to any Offered
Securities offered or issued will have been duly authorized and validly
executed and delivered by the parties thereto; (vi) the Offered Securities
will be sold and delivered at the price and in accordance with the terms of
such agreement and as set forth in the Registration Statement and the
prospectus

 
supplement(s) and/or pricing supplement(s) referred to therein; (vii) the
Company and each Guarantor will authorize the offering and issuance of the
Offered Securities and the terms and conditions thereof and will take any
other appropriate additional corporate action; and (viii) certificates
representing the Offered Securities will have been duly executed and delivered
and, to the extent required, authenticated, I am of the opinion that:
 
 
    1. Each Guarantor has been duly incorporated and is validly existing as a
  corporation in good standing under the laws of its state of incorporation
  and the execution and delivery of its Guarantee has been duly authorized by
  all necessary corporate action and such Guarantee will be its legal, valid
  and binding obligation.
 
  Insofar as my opinion relates to the validity, binding effect or
enforceability of any agreement or obligation of the Company, it is subject to
applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting creditors' rights generally from
time to time in effect and subject to general principles of equity, regardless
of whether such is considered in a proceeding in equity or at law.
 
  The foregoing opinions are limited to the federal laws of the United States
of America.
 
  I hereby consent to the use of my name in the prospectuses and prospectus
supplements constituting a part of the Registration Statement under the
heading "Legal Matters" as counsel for the Company who has passed upon the
legality of the Common Stock, Preferred Stock, the Debt Securities and the
Guarantee being registered by the Registration Statement and as having
prepared this opinion, and to the use of this opinion as a part (Exhibit 5.1)
of the Registration Statement. In giving such consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Act or the Rules and Regulations of the Commission
thereunder.
 
                                          Sincerely,
 
                                          /s/ David M. Sherbin
                                          -------------------------------------
                                              David M. Sherbin, Esq.
                                              Associate General Counsel
 
                                       2