Exhibit 5.1

                              TROUTMAN SANDERS LLP

                         A T T O R N E Y S  A T  L A W
                         A LIMITED LIABILITY PARTNERSHIP

                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900

                                 April 22, 2004

AGCO Corporation
4205 River Green Parkway
Duluth, GA  30096

         Re:  Registration Statement on Form S-3 (Registration No. 333-104352)

Ladies and Gentlemen:

         We have acted as counsel to AGCO Corporation (the "Company") in
connection with the preparation of the Registration Statement on Form S-3 filed
with the Securities and Exchange Commission (the "Commission") on January 14,
2004, as amended (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to the issuance
and sale from time to time, pursuant to Rule 415 of the Act, of $700,000,000 or
the foreign equivalent thereof in maximum aggregate offering price of (1)
certain shares of the common stock of the Company, and (2) certain debt
securities, as set forth in the prospectus contained in the Registration
Statement (the "Prospectus"). The Company now proposes to sell, pursuant to the
Registration Statement and the Prospectus, (euro)200,000,000 aggregate principal
amount of 6 7/8% Senior Subordinated Notes of the Company (the "Notes"). The
Notes are to be issued by the Company pursuant to an indenture between the
Company and SunTrust Bank, as trustee (the "Indenture"). The Company intends to
issue and sell the Notes to the underwriters (the "Underwriters") named in
Schedule I to the Underwriting Agreement, dated April 15, 2004 (the
"Underwriting Agreement"), entered into by and among the Company and the
Underwriters.

         In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Underwriting
Agreement, the Indenture, the Registration Statement, the Prospectus, the
supplement to the prospectus dated April 15, 2004, relating to the sale of the
Notes (the "Prospectus Supplement"), and such other documents, instruments,
certificates and records, and have reviewed such questions of law, as we have
deemed necessary or appropriate for purposes of this opinion. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals, the conformity to the original
documents of all documents submitted as copies and the authenticity of the
originals of such latter documents. As to any facts material to our opinion, we
have relied upon the aforesaid documents, instruments, certificates and records
and inquiries of your representatives.

           ATLANTA - HONG KONG - LONDON - NORFOLK - RALEIGH - RICHMOND

                TYSONS CORNER - VIRGINIA BEACH - WASHINGTON, D.C.



TROUTMAN SANDERS LLP
  A T T O R N E Y S  A T  L A W
    A LIMITED LIABILITY PARTNERSHIP

AGCO Corporation
April 22, 2004
Page 2

         Additionally, in rendering our opinion herein, we have assumed that any
and all transactions described in or contemplated by any of the aforementioned
documents have been or will be consummated consistent with the descriptions of
such transactions as set forth in the Prospectus and the Prospectus Supplement
and in accordance with the Underwriting Agreement.

         We are members of the State Bar of Georgia and we do not express any
opinion herein concerning any law other than the law of the State of Georgia,
the General Corporation Law of the State of Delaware and the federal law of the
United States.

         On the basis of the foregoing, we are of the opinion that, when the
Indenture has been duly authorized, executed and delivered by the trustee and
the Company and the Notes have been duly authorized, executed, authenticated,
issued and delivered in accordance with the Indenture and the Underwriting
Agreement, and if, notwithstanding any contrary provisions in the Indenture, the
Notes were governed by Georgia Law, the Notes will constitute valid and binding
obligations of the Company, subject to (a) bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or hereafter
in effect relating to or affecting the enforcement of creditors' rights
generally and (b) general principles of equity (regardless of whether considered
in a proceeding at law or in equity).

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion is being rendered solely for the benefit
of the Company in connection with the matters addressed herein. This opinion may
not be furnished to or relied upon by any person or entity for any purpose
without our prior written consent.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, as originally filed or as subsequently amended, and to
the references to Troutman Sanders LLP under the caption "Legal Matters" in the
Prospectus. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.

                                Very truly yours,

                                /s/ Troutman Sanders LLP