Exhibit 5

 
 [Case Letterhead]

 KEVIN J. HALLAGAN
 ASSOCIATE GENERAL COUNSEL
 AND ASSISTANT SECRETARY



 May 31, 1996



 Securities and Exchange Commission
 450 Fifth Street, N.W.
 Washington, D.C.  20549

      Re:  Case Corporation
      Registration Statement on Form S-8 pertaining to
      Equity Incentive Plan

 Ladies and Gentlemen:

 I am Associate General Counsel and Assistant Secretary of Case Corporation, a
 Delaware corporation (the "Company"), and I am familiar with the corporate
 proceedings taken and to be taken in connection with the registration under the
 Securities Act of 1933, as amended, of an additional 2,500,000 shares of Common
 Stock, $.01 par value per share ("Common Stock"), of the Company available for
 issuance under the Company's Equity Incentive Plan (the "Plan").

 I have examined and am familiar with the Certificate of Incorporation and the
 By-laws of the Company and with the Plan.  I have also examined such other
 documents, records and certificates of the Company as I consider necessary for
 the purpose of this opinion.

 Based on the foregoing, I am of the opinion that:

      1.   The Company has been duly organized and is validly existing
      as a corporation under the laws of the State of Delaware.

      2.  The shares of Common Stock to be issued pursuant to the Plan have been
      duly authorized and will, upon due issuance thereof, be validly issued,
      fully paid and non-assessable (except with respect to debts owing to
      employees of the Company for services performed (not exceeding six months'
      service in any one case), as provided in Section 180.0622(2)(b) of the
      Wisconsin Business Corporation Law and as such section may be interpreted
      by a court of law).

 
 Securities and Exchange Commission
 May 31, 1996
 Page 2
 

 I hereby consent to the filing of this opinion as an exhibit to the
 Registration Statement being filed in connection with the above-mentioned
 registration.

 Sincerely,

 /s/  KEVIN J. HALLAGAN
 Kevin J. Hallagan


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