Exhibit 5.1
March 11, 1999
Crane Co.
100 First Stamford Place
Stamford, Connecticut 06902
Dear Sirs:
As Vice President, General Counsel and Secretary of Crane Co., a
Delaware corporation (the "Company"), I have examined and am familiar with the
Certificate of Incorporation and By-laws of the Company, each as amended to
date. I am also familiar with the corporate proceedings taken by the Board of
Directors of the Company to authorize the filing of the Registration Statement
on Form S-3 (the "Registration Statement") being filed by the Company on the
date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Securities Act"), with respect to $250,000,000
aggregate initial offering price of its debt securities (the "Debt
Securities"). In connection with the foregoing, I have examined originals, or
copies certified or otherwise identified to my satisfaction, of such other
public and corporate documents, certificates, instruments and corporate
records, and such questions of law, as I have deemed necessary or appropriate
for the purpose of rendering this opinion.
Based upon the foregoing, I am of the opinion that, when the Debt
Securities have been duly authorized by appropriate corporate action and
executed, authenticated and delivered against payment therefor, such Debt
Securities will be validly issued.
Pursuant to the requirements of the Securities Act, I hereby consent
to the filing of this opinion as an exhibit to the Registration Statement
referred to above, including any amendments thereto, and further consent to the
reference to my name under the caption "Legal Matters" in the prospectus which
is a part of the Registration Statement and in any prospectus supplement
relating thereto.
Very truly yours,
/s/ Augustus I. duPont
-----------------------------------
Augustus I. duPont
Vice President, General Counsel and
Secretary