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                                                                       EXHIBIT 5




                        Squire, Sanders & Dempsey L.L.P.
                                 4900 Key Tower
                                127 Public Square
                           Cleveland, Ohio 44114-1304


                                  May 22, 1997


Continental Global Group, Inc.
438 Industrial Drive
Winfield, Alabama 35594

Continental Conveyor & Equipment Company
c/o Continental Global Group, Inc.
438 Industrial Drive
Winfield, Alabama 35594

Goodman Conveyor Company
c/o Continental Global Group, Inc.
438 Industrial Drive
Winfield, Alabama 35594

Gentlemen:

         Reference is made to the Registration Statement on Form S-4 (the
"Registration Statement") to be filed by Continental Global Group, Inc. (the
"Company"), Continental Conveyor & Equipment Company ("Continental") and Goodman
Conveyor Company ("Goodman") under the Securities Act of 1933, as amended (the
"Securities Act"), in connection with the Company's offer to exchange (the
"Exchange Offer") up to $120,000,000 aggregate principal amount of its 11%
Series B Senior Notes due 2007 ("Series B Notes") for an equal principal amount
of its outstanding 11% Series A Senior Notes due 2007 ("Series A Notes") and the
guarantee by Continental and Goodman of the Series B Notes. The Series A Notes
were issued, and the Series B Notes are issuable, pursuant to an Indenture,
dated as of April 1, 1997, among the Company, Continental, Goodman and Norwest
Bank Minnesota, National Association, as Trustee (the "Indenture"). We have
examined the Indenture, the Series A Notes, the form of the Series B Notes and
such other documents and matters of law as we have deemed necessary for purposes
of this opinion.

         Based upon the foregoing, we are of the opinion that:



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Continental Global Group, Inc.
Continental Conveyor & Equipment Company
Goodman Conveyor Company
May 22, 1997
Page 2

         1. The Series B Notes, when executed by the Company and authenticated
by the Trustee in accordance with the provisions of the Indenture, and when
issued in exchange for Series A Notes as contemplated in the Registration
Statement, will constitute valid and binding obligations of the Company and will
be entitled to the benefits of the Indenture, subject to applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws affecting the enforcement
of creditors' rights generally and subject to general principles of equity
(whether considered in a proceeding at law or in equity).

         2. The guarantees by Continental and Goodman of the Series B Notes,
when executed by Continental and Goodman in accordance with the provisions of
the Indenture and when issued as contemplated in the Registration Statement,
will constitute valid and binding obligations of Continental and Goodman,
respectively, and will be entitled to the benefits of the Indenture, subject to
applicable bankruptcy, insolvency, moratorium, reorganization or similar laws
affecting the enforcement of creditors' rights generally and subject to general
principles of equity (whether considered in a proceeding at law or in equity).

         3. Under existing law, the exchange of the Series B Notes for the
Series A Notes pursuant to the Exchange Offer will not be treated as an
"exchange," or otherwise as a taxable event, for federal income tax purposes.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus contained therein.


                                      Respectfully submitted,

                                      Squire, Sanders & Dempsey L.L.P.