EXHIBIT 5./EXHIBIT 23.1
                             -----------------------

           Opinion of Thacher Proffitt & Wood, counsel for Registrant,
              as to the legality of the securities being registered

                       Consent of Thacher Proffitt & Wood



                    [LETTERHEAD OF THACHER PROFFITT & WOOD]

Writer's Direct Dial
(212) 912-7435
                                          April 2, 1997
Graham Corporation
20 Florence Avenue
P.O. Box 719
Batavia, New York  14020

                          Re:     1995 Graham Corporation Incentive Plan
                                  To Increase Shareholder Value
                                  --------------------------------------

Dear Sirs:

                  We have acted as counsel for Graham Corporation, a Delaware
corporation ("Corporation"), in connection with the filing of a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 42,000 shares of its common stock,
par value $0.10 per share ("Shares"), which may be issued pursuant to the 1995
Graham Corporation Incentive Plan To Increase Shareholder Value ("Plan"). 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
States of New York and Delaware.

                  We have examined originals or copies, certified or otherwise
identified, of such documents, corporate records and other instruments as we
have deemed necessary or advisable for purposes of this opinion. As to matters
of fact, we have examined and relied upon the Plan described above and, where we
have deemed appropriate, representations or certificates of officers of the
Corporation 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.

                  Based on the foregoing, we are of the opinion that the Shares
which are being registered pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, such Shares will be validly issued, fully paid and non-assessable.



Graham Corporation
April 2, 1997                                                            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
law).

                  This opinion is given solely for the benefit of the
Corporation and purchasers of shares under the Plan, and no other person or
entity is entitled to rely hereon without express written consent.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the references to our Firm's name therein.

                                   Very truly yours,

                                   THACHER PROFFITT & WOOD



                                   By  /s/ W. Edward Bright
                                     ------------------------
                                        W. Edward Bright