EXHIBIT 5.01
                                             
                                          April 24, 1998     
 
Federated Investors, Inc.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
 
Ladies and Gentlemen:
 
  You have requested our opinion with respect to the matters set forth below
in connection with the issuance by Federated Investors, Inc., a Pennsylvania
corporation (the "Company"), of 6,000 shares of the Company's Class A Common
Stock, no par value per share (the "Class A Common Shares"), and 83,427,000
shares of the Company's Class B Common Stock, no par value per share (the
"Class B Common Shares," and together with the Class A Common Shares, the
"Shares"), pursuant to an Agreement and Plan of Merger, dated as of February
20, 1998 (the "Plan"), between Federated Investors, a Delaware business trust
(the "Trust") and the Company. The Plan provides for the merger of the Trust
into the Company, which is a wholly-owned subsidiary of the Trust, with the
Company as the surviving corporation (the "Merger"). Each issued and
outstanding Class A Common Share of the Trust, $0.01 stated value per share,
will be converted into one Class A Common Share, and each Class B Common Share
of the Trust, $0.01 stated value per share, will be converted into one Class B
Common Share. In connection with the Merger, the Company has filed a
Registration Statement on Form S-4 (the "Registration Statement") for the
purpose of registering the issuance of the Shares under the Securities Act of
1933 (the "1933 Act").
 
  We have examined the Company's Restated Articles of Incorporation (the
"Articles") and Restated Bylaws (the "Bylaws"), both as amended to date, and
resolutions adopted by the Board of Directors of the Company relating to the
execution and performance of the Plan and the transactions contemplated
thereby, including the approval of the Articles and the Bylaws and the
Registration Statement, all as certified by the Secretary of the Company. We
have also examined the Registration Statement and the form of the Plan and
such other documents relating to the authorization and issuance of the Shares
as we have deemed necessary in order to express an informed opinion on the
matters set forth below.
 
  Under the Plan, the Merger is conditioned upon, among other matters, the
effectiveness of the Registration Statement and the consummation of an initial
public offering of shares of the Class B Common Stock of the Company on terms
and conditions (including size and price) satisfactory to the Company and the
Trust. In accordance with the Plan, at the Effective Time of the Merger (as
defined in the Plan), the Articles and Bylaws of the Company will become
effective.
 
  On the basis of the foregoing and subject to the consummation of the Merger,
it is our opinion that (i) the Shares are duly authorized, (ii) assuming that
consideration therefor will be paid in accordance with the terms of the Plan,
and subject to compliance with the 1933 Act and applicable state laws
regulating the distribution of securities, the Shares may be issued in
accordance with the Plan and the Articles, and (iii) when so issued, the
Shares will be legally issued and outstanding, fully paid and nonassessable.
 
  We are opining herein only as to the laws of the Commonwealth of
Pennsylvania, excluding its conflict of laws rules, and we express no opinion
as to the possible applicability to, or effect on, any of the matters covered
herein of the laws of any other jurisdiction or the federal laws of the United
States.
 
  We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus/Proxy Statement filed as part of the
Registration Statement.
 
                                          Yours truly,
                                             
                                          /s/ Kirkpatrick & Lockhart LLP     
 
                                          KIRKPATRICK & LOCKHART LLP