EXHIBIT 5.1









(212) 912-7435                          September 5, 1996


Graham Corporation
20 Florence Avenue
Batavia, New York 14020

Ladies and 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 Amendment No. 1 to the Registration Statement on
Form S-3, SEC File No. 33-82432 (the "Registration Statement"), with respect to
an aggregate of 102,303 shares of common stock, par value $.10 per share (the
"Common Stock"), of Graham owned by a trust established under the Graham
Corporation Retirement Income Plan (the "Plan"). The proceeds from the sale of
the Common Stock shall be retained by the Plan.

               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 as 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.

               Based on the foregoing, we are of the opinion that the 102,303
shares of Common Stock, par value $.10 per share, to be sold by the Plan, have
been duly authorized and are validly issued and outstanding, fully paid and
non-assessable.






Graham Corporation
September 5, 1996                                                        Page 2.

               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