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                                  Exhibit 5.1

                      [  Medusa Corporation Letterhead  ]
                                                               February 15, 1996

Medusa Corporation
Lee and Monticello Boulevards
Cleveland Heights, Ohio  44118

Gentlemen,

I am Vice President, Secretary and General Counsel of Medusa Corporation (the
"Company").  This opinion is furnished as an Exhibit to Registration Statement
Amendment on Form S-8 (the "Amended Registration Statement"), under the
Company's 1991 Long-Term Incentive Plan (the "Plan"), filed by the Company with
the Securities and Exchange Commission, for the purpose of registering the
Company's Common Shares, without par value (the "Common Shares"), under the
Securities and Exchange Act of 1934, as amended.

On May 6, 1991, the shareholders of the Company authorized the issuance of up
to 500,000 Common Shares to officers and key employees of the Company under the
Plan, as contained in (the original) Registration Statement on Form S-8 dated
March 4, 1992.  This Amended Registration Statement, for the increase in
issuance authority of up to an additional 1,000,000 Common Shares, is required
as a result of the October 7, 1993 stock distribution at the rate of one
additional Common Share for each two Common Shares held (which added 250,000
Common Shares to the above 500,000 Common Share authority); and the
shareholders' approval on May 9, 1994 of an amendment to the Plan approving an
additional 750,000 Common Share issuance authority;

In connection with rendering this opinion, I have examined the Articles of
Incorporation of the Company, corporate proceedings of the Company, and such
other documents and such questions of law as I deemed necessary or appropriate.

Based on the foregoing, I am pleased to advise you that in my opinion:

         (i)  the Company has been duly incorporated and is a lawfully and
validly existing corporation under the laws of the State of Ohio; and

         (ii)  the Articles of Incorporation of the Company, amended as of May
9, 1994, authorizes the issuance of up to 50,000,000 Common Shares, of which
16,362,557 Common Shares are issued and outstanding on the date of this
opinion, and the issued and outstanding Common Shares were validly issued and
are fully paid and nonassessable.

I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

                                     Sincerely,

                                     /s/ John P. Siegfried
                                     John P. Siegfried

JPS:gsd