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                                                                  Exhibit 5


                          OPINION OF HUNTON & WILLIAMS



                                Hunton & Williams
                          Riverfront Plaza, East Tower
                              951 East Byrd Street
                          Richmond, Virginia 23219-4074



December 19, 1996



Dana Corporation
P.O. Box 1000
Toledo, Ohio 43697

Gentlemen:

We consent to the filing of this opinion as an exhibit to the Registration
Statement on Form S-3 (the "Registration Statement") relating to 1,000,000
shares of Common Stock, $1 par value (the "Shares"), of Dana Corporation (the
"Company") and to the reference to us under "Legal Matters" in the Registration
Statement.

We have examined such certificates of the Company's officers and such evidence
of corporate action as we consider relevant as the basis for this opinion, and
are of the opinion that the issuance of the Shares has been duly and validly
authorized by the Board of Directors of the Company, no other corporate action
being necessary, and that when the Shares are issued to the Dana Corporation
Pension Plans Trust as described in the Registration Statement, they will be
legally issued, fully paid and nonassessable and no individual or personal
liability for the obligations of the Company will attach to the ownership of the
Shares.

Very truly yours,

HUNTON & WILLIAMS


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