Exhibit 5.1


                                  July 15, 2002

NMHG Holding Co.
650 N.E. Holladay Street, Suite 1600
Portland, Oregon 97232

          Re:  $250,000,000 10% Senior Notes Due 2009
               --------------------------------------

Ladies and Gentlemen:

     We have acted as counsel to NMHG Holding Co., a Delaware corporation (the
"COMPANY"), and Hyster-Yale Materials Handling, Inc., NMHG Distribution Co.,
NACCO Materials Handling Group, Inc. and Hyster Overseas Capital Corporation,
LLC (collectively, the "DELAWARE GUARANTORS") in connection with the issuance
and exchange (the "EXCHANGE OFFER") of up to $250,000,000 aggregate principal
amount of the Company's 10% Senior Notes due 2009 (the "EXCHANGE NOTES") for an
equal principal amount of the Company's 10% Senior Notes due 2009 outstanding on
the date hereof (the "PRIVATE NOTES") to be issued pursuant to the Indenture,
dated as of May 9, 2002 (the "INDENTURE"), by and among the Company, as issuer,
the Delaware Guarantors and NMHG Oregon, Inc., an Oregon corporation (together
with the Delaware Guarantors, the "SUBSIDIARY GUARANTORS"), as subsidiary
guarantors, and U.S. Bank National Association, as trustee (the "TRUSTEE"). The
Private Notes are, and the Exchange Notes will be, guaranteed (each, a
"SUBSIDIARY GUARANTEE") on a joint and several basis by the Subsidiary
Guarantors.

     In rendering this opinion, we have examined such documents and records,
including an examination of originals or copies certified or otherwise
identified to our satisfaction, and matters of law as we have deemed necessary
for purposes of this opinion. Based upon the foregoing and subject to the
assumptions, qualifications and limitations stated herein, we are of the opinion
that:

     1. When the Registration Statement on Form S-4 relating to the Exchange
Offer has become effective under the Securities Act of 1933 and the Exchange
Notes are executed by the Company, authenticated by the Trustee in accordance
with the Indenture and delivered in accordance with the terms of the Exchange
Offer in exchange for the Private Notes, the Exchange Notes will be validly
issued by the Company and will constitute valid and binding obligations of the
Company; and

     2. When the Registration Statement on Form S-4 relating to the Exchange
Offer has become effective under the Securities Act of 1933 and the Subsidiary
Guarantees of the Exchange Notes (the "EXCHANGE GUARANTEE") are delivered in
accordance with the terms of the Exchange Offer in exchange for the Subsidiary
Guarantees of the Private Notes, the Exchange










NMHG Holding Co.
July 15, 2002
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Guarantee of each Delaware Guarantor will have been validly issued by the
respective Delaware Guarantor and will constitute a valid and binding obligation
of the respective Delaware Guarantor.

     Our examination of matters of law in connection with the opinions expressed
herein has been limited to, and accordingly our opinions herein are limited to,
the laws of the State of New York, the General Corporation Law of the State of
Delaware, including the applicable provisions of the Delaware Constitution and
the reported judicial decisions interpreting such law. We express no opinion
with respect to any other law of the State of Delaware or any other
jurisdiction.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus constituting a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933 or the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.

                                           Very truly yours,

                                           /s/ Jones, Day, Reavis & Pogue