[Letterhead of ]
FLOWSERVE CORPORATION
June 28, 2001
Flowserve Corporation
Registration Statement on Form S-3
Dear Ladies and Gentlemen:
I am employed as the Vice President, Secretary and General Counsel
for Flowserve Corporation, a New York corporation (the "Company"). I own
64,035 shares of stock of the Company and hold options to purchase an
additional 69,740 shares at varying prices. I am delivering this opinion in
connection with the filing by the Company and Flowserve U.S. Inc., a Delaware
corporation, Flowserve International, Inc., a Delaware corporation, Flowserve
Holdings, Inc., a Delaware corporation, BW/IP-New Mexico, Inc., a Delaware
corporation, Ingersoll-Dresser Pump Company, a Delaware corporation, Flowserve
International L.L.C., a limited liability company organized under the laws of
Delaware, Flowserve Management Company, a Delaware corporation, CFMV.R. Tesco,
Inc., a Delaware corporation, Flowserve International Limited, a corporation
organized under the laws of the United Kingdom and Flowserve Finance B.V., a
corporation organized under the laws of the Netherlands (collectively, the
"Guarantors") with the Securities and Exchange Commission (the "Commission")
of a Registration Statement on Form S-3 (the "Registration Statement")
relating to (i) debt securities of the Company, which may be senior (the
"Senior Securities") or subordinated (the "Subordinated Securities" and,
collectively with the Senior Securities, the "Debt Securities"); (ii) shares
of preferred stock, $1.00 par value per share, of the Company (the "Preferred
Stock"); (iii) shares of common stock, $1.25 par value per share, of the
Company (the "Common Stock"); and (iv) guarantees of the Debt Securities (the
"Guarantees") issued by the Guarantors. The Debt Securities, Preferred Stock,
Common
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Stock and the Guarantees being registered under the Registration
Statement will be offered on a continued or delayed basis pursuant to the
provisions of Rule 415 under the Securities Act of 1933 (the "Securities
Act").
For purposes of this opinion, I have examined (i) the form of
Indenture (the "Indenture") to be entered into by the Company, the Guarantors
and the Trustee (the "Trustee") to be named in a Prospectus Supplement
relating to an issuance of Debt Securities; (ii) the form of Underwriting
Agreement (the "Agreement") among the Company, the Guarantors and the
Underwriters (the "Underwriters") to be named in a Prospectus Supplement
relating to the issuance of Debt Securities with or without Guarantees,
Preferred Stock, or Common Stock and (iii) originals or copies, identified to
my satisfaction, of such documents, corporate records, instruments and other
relevant materials as I have deemed advisable. In my examination, I have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to me as copies, and the
authenticity of the originals of such copies. In addition, I have relied upon
certificates of public officials, of officers and representatives of the
Company, and have made such examination of statutes and decisions and reviewed
such questions of law as I have considered necessary or appropriate.
On the basis of and subject to the foregoing, I am of the opinion
that:
(a) the Company has been duly incorporated and is validly existing
as a corporation under the laws of the State of New York.
(b) each of the Guarantors has been duly incorporated and is
validly existing as a corporation under the laws of its
jurisdiction of incorporation.
(c) the execution and delivery of the Indenture by the Company and
the Guarantors and the issuance and sale of Debt Securities by
the Company and Guarantees by the Guarantors has been validly
authorized by all necessary corporate action by the Company and
the Guarantors, respectively.
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(d) when (i) the Registration Statement shall have become effective
under the Securities Act, (ii) the blue sky or securities laws
of certain states shall have been complied with, (iii) the
Indenture shall have been executed and delivered by the
Company, the Guarantors and the Trustee and duly qualified
under the Trust Indenture Act of 1939, as amended, (iv) the
Debt Securities shall have been duly authorized, executed,
authenticated and delivered against payment therefor as
contemplated by the Registration Statement and the Agreement,
and (v) the Guarantees shall have been duly authorized,
executed, authenticated and delivered as contemplated by the
Registration Statement and the Agreement, the Debt Securities
and the Guarantees shall have been duly authorized and issued
by the Company and the Guarantors, respectively.
(e) when (i) the Registration Statement shall have become effective
under the Securities Act, (ii) the blue sky or securities laws
of certain states shall have been complied with, and (iii) the
Preferred Stock shall have been authorized, issued and sold as
contemplated by the Registration Statement and the Agreement
and the Company shall have received consideration therefor from
the Underwriters, the Preferred Stock will be validly issued,
fully paid and non-assessable.
(f) when (i) the Registration Statement shall have become effective
under the Securities Act, (ii) the blue sky or securities laws
of certain states shall have been complied with, and (iii) the
Common Stock shall have been authorized, issued and sold by the
Company as contemplated by the Registration Statement and the
Agreement and the Company shall have received consideration
therefor from the Underwriters, the Common Stock will be
validly issued, fully paid and non-assessable.
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I know that I am referred to under the heading "Validity of
Securities" in the Prospectus forming a part of the Registration Statement,
and I hereby consent to such use of my name in the Registration Statement and
to the use of this opinion for filing as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/ RONALD F. SHUFF
Ronald F. Shuff
Flowserve Corporation
222 West Las Colinas Blvd.
Suite 1500
Irving, TX 75039-5421