<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>3
<FILENAME>a2055196zex-5_2.txt
<DESCRIPTION>EXHIBIT 5.2
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                                                                     Exhibit 5.2


             [Fried, Frank, Harris, Shriver & Jacobson Letterhead]

August 21, 2001

Terex Corporation
500 Post Road East
Westport, Connecticut  06880

Ladies and Gentlemen:

            We are acting as special counsel to Terex Corporation, a Delaware
corporation ("Terex"), in connection with the proposed merger (the "Merger") of
Claudius Acquisition, Corp., an Oklahoma corporation and a wholly-owned
subsidiary of Terex ("Merger Sub") with and into CMI Corporation, an Oklahoma
corporation ("CMI"), with CMI surviving the Merger. The Merger will be
consummated pursuant to an Agreement and Plan of Merger, dated as of June 27,
2001, by and among Terex, CMI and Merger Sub (the "Merger Agreement"). For
purposes of this opinion, capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Merger Agreement.

            Terex has filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "1933 Act"), a registration
statement on Form S-4 (File No. 333-66242) (the "Registration Statement") with
respect to the common stock of Terex to be issued to the CMI shareholders in the
Merger in exchange for their common stock of CMI. In addition, Terex and CMI
have prepared, and we have reviewed, a Proxy Statement/Prospectus which is
contained in and made a part of the Registration Statement (the "Proxy
Statement/Prospectus"), and the Appendices thereto, including the Merger
Agreement. In rendering the opinion set forth below, we have relied upon the
facts and assumptions stated in the Proxy Statement/Prospectus and upon such
other documents as we have deemed appropriate.

            We have assumed that (i) all parties to the Merger Agreement, and to
any other documents reviewed by us, have acted, and will act, in accordance with
the terms of the Merger Agreement and such other documents and (ii) the Merger
will be consummated at the Effective Time pursuant to the terms and conditions
set forth in the Merger Agreement without the waiver or modification of any such
terms and conditions. Under the Merger Agreement, it is a condition to the
closing of the Merger that Terex and CMI each receive an opinion, dated as of
the date of the Merger, of Fried, Frank, Harris, Shriver & Jacobson to the
effect that the Merger will, based upon certain representations and statements
by Terex and CMI, constitute a reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended.

            Based upon and subject to the foregoing, we hereby confirm that the
discussion set forth in the Proxy Statement/Prospectus under the caption "The
Merger-- Material United States Federal Income Tax Consequences," subject to the



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Terex Corporation                                                August 21, 2001
                                                                          Page 2



qualifications, limitations and assumptions contained therein, represents our
opinion as to the material federal income tax consequences of the merger to
Terex, CMI and the holders of shares of CMI common stock who are citizens or
residents of the United States or that are domestic corporations. No opinion is
expressed on any matters other than those specifically referred to herein.

            The opinion expressed herein is furnished to you for use in
connection with the Registration Statement and may not be used for any other
purpose without our prior written consent. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement and to the
references to this firm in the Proxy Statement/Prospectus under the captions
"The Merger--Material United States Federal Income Tax Consequences" and
"Legal Matters." In giving this consent, we do not hereby admit that we are
in the category of persons whose consent is required under Section 7 of the
1933 Act.

                               Very truly yours,

                               By: /s/ Fried, Frank, Harris, Shriver & Jacobson
                                      -----------------------------------------
                                      FRIED, FRANK, HARRIS, SHRIVER & JACOBSON




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