EXHIBIT 5

                                  July 22, 1999

Columbus McKinnon Corporation
140 John James Audubon Parkway,
 Amherst, New York  14228-1197


Ladies and Gentlemen:

We  have  acted  as  counsel  to  Columbus  McKinnon  Corporation,  a  New  York
corporation   (the   "Company"),   in  connection  with  the  preparation  of  a
Registration  Statement  on Form S-3 (the  "Registration  Statement")  which the
Company proposes to file with the Securities and Exchange Commission on July 22,
1999 for the purpose of registering under the Securities Act of 1933, as amended
(the "Act"),  844,515 shares (the "Shares") of the Company's Common Stock,  $.01
par value, pursuant to the Registration  Agreement made as of March 1, 1999 (the
"Registration  Agreement")  among  the  Company  and  certain  of the  Company's
shareholders set forth therein.

As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the  Company,  each as amended to the date hereof,  the  Registration
Statement,  the  Registration  Agreement  and  originals or copies of such other
corporate  minutes,  records,  agreements and other  instruments of the Company,
certificates  of  public  officials  and  other  documents  and have  made  such
examinations  of law,  as we have  deemed  necessary  to form the  basis for the
opinion  hereinafter  expressed.  In our examination of such materials,  we have
assumed the  genuineness of all  signatures,  the  authenticity of all documents
submitted to us as originals  and the  conformity  to original  documents of all
copies  submitted  to us.  As to  various  questions  of fact  material  to such
opinion,   we  have  relied,   to  the  extent  we  deemed   appropriate,   upon
representations,  statements and certificates of officers and representatives of
the Company and others.  We have further  assumed that when the Shares are sold,
proper consideration  therefor will have been paid and appropriate  certificates
evidencing the Shares will have been properly  executed.  Attorneys  involved in
the preparation of this opinion are admitted to practice law in the State of New
York and we do not purport to be experts  on, or to express  any opinion  herein
concerning,  any law other than the laws of the State of New York,  the  federal
laws of the United States of America and the Delaware General Corporation Law.

Based upon and subject to the foregoing,  we are of the opinion that when issued
the Shares have been duly  authorized,  and when issued under the  circumstances
contemplated in the Registration  Statement,  will be legally issued, fully paid
and non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as an  exhibit  to  the
Registration  Statement  and to the  references  to this firm under the  caption
"Legal  Matters"  in the  Prospectus  which  forms  a part  of the  Registration
Statement.  In giving such  consent,  we do not admit hereby that we come within
the category of persons whose consent is required  under Section 7 of the Act or
the Rules and Regulations of the Commission thereunder.

                                                     Very truly yours,

                                    LIPPES, SILVERSTEIN, MATHIAS & WEXLER LLP