[THACHER PROFFITT & WOOD LETTERHEAD]


                                January 24, 1996


Graham Corporation
20 Florence Avenue
Batavia, New York 14020


Gentlemen:

         We have acted as counsel for Graham Corporation, a Delaware corporation
("Graham"),  in connection with the filing on the date set forth above by Graham
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-3 (the "Registration Statement"),
with respect to an aggregate of 2,223 shares of common stock, par value $.10 per
share (the "Common  Stock"),  of Graham to be transferred  to Webco  Industries,
Inc. ("Webco"), pursuant to a Settlement Agreement and Release, dated October 6,
1995,  between Webco and Graham. In rendering the opinion set forth below, we do
not express any opinion  concerning law other than the federal law of the United
States and the corporate law of the State of Delaware.

         We  have   examined   originals  or  copies,   certified  or  otherwise
identified, of such documents, corporate records and other instruments, and have
examined  such  matters of law, as we have deemed  necessary  or  advisable  for
purposes of  rendering  the opinion set forth below.  As to matters of fact,  we
have  examined and relied upon the  representations  of Graham  contained in the
Registration Statement and, where we have deemed appropriate, representations or
certificates  of officers  of Graham or public  officials.  We have  assumed the
authenticity of all documents  submitted to us as originals,  the genuineness of
all signatures,  the legal capacity of natural persons and the conformity to the
originals of all documents  submitted to us a copies.  In making our examination
of any  documents,  we have assumed  that all parties  other than Graham had the
corporate  power  and  authority  to enter  into  and  perform  all  obligations
thereunder and, as to such parties,  we have also assumed the due  authorization
by all requisite action,  the due execution and delivery of such documents,  and
the validity and binding effect and enforceability thereof.






Graham Corporation
January 24, 1996                                                         Page 2.

         Based on the foregoing,  we are of the opinion that the 2,223 shares of
Common  Stock to be  transferred  to Webco  have  been duly  authorized  and are
validly issued and outstanding, fully paid and non-assessable.

         In rendering  the opinion set forth above,  we 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 laws).

         This  opinion  is  given  solely  for the  benefit  of  Graham  and its
stockholders,  and may not be relied  upon by any other  person or  entity,  nor
quoted in whole or in part, or otherwise referred to in any document without our
express written consent.  We consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the prospectus which is part of such Registration Statement.


                                                       Very truly yours,

                                                       THACHER PROFFITT & WOOD

                                                       By: /S/ W. Edward Bright
                                                           --------------------
                                                           W. Edward Bright