[LETTERHEAD OF DICKSTEIN, SHAPIRO & MORIN, L.L.P.]





                                  June 10, 1996



Greenfield Capital Trust
Greenfield Industries, Inc.
2743 Perimeter Parkway
Building 100, Suite 100
Augusta, Georgia  30909

                       Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

               We have acted as special counsel for Greenfield Industries, Inc.,
a Delaware corporation (the "Company"), and Greenfield Capital Trust, a Delaware
business  trust  (the  "Trust"),   in  connection  with  the  preparation  of  a
registration  statement on Form S-3 (the "Registration  Statement") filed by the
Company and the Trust with the  Securities  and  Exchange  Commission  under the
Securities  Act of  1933  as  amended,  pertaining  to the  registration  of (i)
2,300,000 6% Convertible  Preferred Securities  (liquidation  preference $50 per
preferred  security)  (the  "Preferred  Securities")  of the Trust  representing
undivided  beneficial  interests in the assets of the Trust; (ii) 6% Convertible
Junior  Subordinated  Deferrable  Interest Debentures Due 2016 (the "Convertible
Junior  Subordinated  Debentures")  issued  by  the  Company  to  the  Trust  in
connection with the sale of the Preferred Securities;  (iii) the share of common
stock, par value $0.01 per share (the "Common  Stock"),  of the Company issuable
upon conversion of the Convertible Junior Subordinated Debentures;  and (iv) the
preferred securities guarantee of the Company which guarantees distributions and
payments upon liquidation,  redemption and otherwise on the Preferred Securities
pursuant to the Preferred Securities Guarantee Agreement,  dated as of April 24,
1996,  between  the  Company  and  the  Bank of New  York,  a New  York  banking
corporation, as trustee.



               We hereby confirm that,  although the discussion set forth in the
Registration  Statement  under the heading  "UNITED  STATES  TAXATION"  does not
purport to discuss all possible United States federal income tax consequences of
the purchase,  ownership and disposition of Preferred Securities, in our opinion
such  discussion  constitutes,  in all  material  respects,  a fair and accurate
summary of the United States  federal income tax  consequences  of the purchase,
ownership and disposition of Preferred Securities, based upon current law. It is
possible that contrary  positions may be taken by the Internal  Revenue  Service
and that a court may agree with such contrary positions.

               This  opinion is  furnished  to you  solely  for your  benefit in
connection with the filing of the Registration  Statement and is not to be used,
circulated, quoted or otherwise referred to for any other purpose or relied upon
by any other person for any purpose without our prior written consent. We hereby
consent  to the  filing  of  this  opinion  as an  exhibit  to the  Registration
Statement.  We also  consent to the  reference  to this firm  under the  heading
"Legal Matters" in the Prospectus contained in the Registration Statement.  This
opinion is expressed as of the date hereof and we disclaim  any  undertaking  to
advise you of any  subsequent  changes of the facts stated or assumed  herein or
any subsequent changes in applicable law.

                                          Very truly yours,

                                          /s/ Dickstein, Shapiro & Morin, L.L.P.
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