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                                                                       EXHIBIT 5


                                November 20, 1998



Board of Directors
Haskel International, Inc.
100 East Graham Place
Burbank, California 91502


                  Re:      1,600,000 Class A Common Shares,
                           No Par Value, of Haskel International, Inc.


Gentlemen:

                  We have acted as counsel to Haskel International, Inc., a
California corporation (the "Company"), in connection with the filing of the
Registration Statement on Form S-8 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the 1,600,000 shares of the Company's Class A Common Stock, No Par
Value issuable pursuant to the Company's 1998 Long-Term Performance Incentive
Plan (the "Plan"). In rendering the opinion expressed below, we have reviewed
such matters, documents and law as we have deemed necessary for purposes of this
opinion. Based on and subject to the foregoing, it is our opinion that the
shares of Class A Common Stock, when issued in accordance with the Plan, will be
legally issued, fully paid and non-assessable.

                  We do not find it necessary for purposes of this opinion to
cover, and accordingly we express no opinion as to, the application of the
securities or "Blue Sky" laws of the various states to the sale of the Class A
Common Stock. This opinion is limited to the General Corporation Law of the
State of California.

                  We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to all references to our firm in the
Registration Statement.


                                     Very truly yours,



                                     \s\ MUSICK, PEELER & GARRETT LLP
                                     ---------------------------------
                                     MUSICK, PEELER & GARRETT LLP