EXHIBIT 5.1


                       OPINION OF COUNSEL



                  [SMITH LAW OFFICE LETTERHEAD]



March 30, 2004



Graham Corporation
20 Florence Avenue
Batavia, N.Y.  14020

                    Re:  2000 Graham Corporation Incentive Plan
                         to Increase Shareholder Value

Ladies and Gentlemen:

     I have acted as legal counsel to Graham Corporation in
connection with the filing with the Securities and Exchange
Commission of Post-Effective Amendment No. 1 (the "Post-Effective
Amendment") to Registration Statement No. 333-113426 on Form S-8
under the Securities Act of 1933, as amended (the "Registration
Statement"), which Post-Effective Amendment is being filed with
the Securities and Exchange Commission in connection with a
reoffer prospectus for the resale of up to 150,000 shares (the
"Shares") of Graham Corporation's common stock, par value $.10
per share (the "Shares"), issuable upon the exercise of stock
options granted under the 2000 Graham Corporation Incentive Plan
to Increase Shareholder Value (the "Plan").

             I have examined originals or copies, certified or
otherwise identified, of such documents, corporate records and
other instruments as I have deemed necessary or advisable for
purposes of this opinion.  In such examination, I have assumed
the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents
submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents.  As
to matters of fact, I have relied upon statements and
representations of officers and other representatives of the
Company and others.

             Based upon and subject to the foregoing, I am of the
opinion that the Shares have been duly authorized for issuance
and, when the Shares have been paid for and certificates therefor
have been issued and delivered in accordance with the terms of
the Plan, the Shares will be legally issued, fully paid and
nonassessable.



     In rendering the opinion set forth above, I have not passed
upon and do not purport to pass upon the application of "doing
business" or securities or "blue-sky" laws of any jurisdiction
(except federal securities law).

             I consent to the filing of this opinion as an
exhibit to the Post-Effective Amendment but do not thereby admit
that I come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as
amended, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.

             I am furnishing this opinion in connection with the
filing of the Post-Effective Amendment, and it may not be used,
circulated, quoted or otherwise referred to for any other purpose
or relied upon by any other person without my express written
consent.


                         Very truly yours,



                         /s/  William A. Smith, Jr.

                         --------------------------
                         William A. Smith, Jr.