Re: Carpenter Technology Corporation Stock-Based Compensation Plan For

Non-Employee Directors

We have acted as counsel to Carpenter Technology Corporation (“Carpenter”) in connection with the registration under the Securities Act of 1933, as amended, on Form S-8 (the “Registration Statement”) of an additional 500,000 shares of the $5.00 par value common stock of Carpenter (the “Carpenter Common Stock”), to be issued pursuant to the Carpenter Technology Corporation Stock-Based Compensation Plan For Non-Employee Directors (the “Plan”).

This Opinion Letter is provided pursuant to the requirements of Item 601(b)(5)(i) of Regulation S-K of the Securities and Exchange Commission for inclusion as an exhibit to the Registration Statement.

We have reviewed the Plan and the resolutions of the Carpenter Board of Directors. In addition, we have reviewed such matters of law and have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate documents, certificates, instruments, proceedings and materials, and have made such other investigations and inquiries as we have deemed relevant and necessary to enable us to express the opinions hereinafter expressed. The opinions expressed herein are subject to the following qualifications, limitations, assumptions and exceptions:

A. In the course of our review, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have also assumed that all records and other information made available to us by Carpenter, and upon which we relied, are complete in all respects. In addition, in making our review of documents executed by entities or persons other than Carpenter, we have assumed that each such other entities or persons had all necessary power to enter into and perform all of its obligations under such documents and have also assumed the due execution and delivery of those documents by each such entity or person pursuant to due authorization.

B. To render these opinions, we have made the investigation described herein. We have not independently verified information obtained from third persons, except as set forth herein.

C. Our opinions set forth herein are based upon and rely upon the current state of the law and, in all respects, are subject to and may be limited by future legislation as well as by developing case law. We assume no obligation to update or supplement our opinions set forth herein to reflect any fact or circumstance that may hereinafter come to our attention or any change in laws that may hereafter occur.

D. The opinions expressed herein relate solely to the laws of the United States of America, the Commonwealth of Pennsylvania and the Delaware General Corporation Law, and no opinion is expressed with respect to the laws of any other jurisdiction.