EXHIBIT 5


                                 June 20, 2002


SPS Technologies, Inc.
Two Pitcairn Place, Suite 200
165 Township Line Road
Jenkintown, Pennsylvania  19046

Ladies and Gentlemen:

     This opinion is furnished in connection with the filing by SPS
Technologies, Inc., a Pennsylvania corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933 (the "Act"),
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to 230,000 shares of Common Stock, par value $0.50 per share ("Common Stock"),
of the Company (the "Registered Shares") issuable pursuant to the SPS 1988 Long
Term Incentive Stock Plan (the "Plan"). The undersigned is general counsel to
the Company and is an attorney admitted to practice in the Commonwealth of
Pennsylvania. The undersigned expresses no opinion concerning the laws of any
jurisdictions other than the laws of the United States of America and the
Commonwealth of Pennsylvania.

     Based upon and subject to the foregoing, the undersigned is of the opinion
that the Registered Shares, when issued and paid for in accordance with the
Plan, will be duly authorized, validly issued, fully paid and nonassessable.

     The foregoing assumes that all requisite steps were taken to comply with
the requirements of the Act and applicable requirements of state laws regulating
the offer and sale of securities.

     The undersigned hereby consents to the filing of this opinion as an exhibit
to the Registration Statement.


                                                  Very truly yours,

                                                  /s/ James D. Dee, Esq.

                                                  James D. Dee, Esq.