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<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>l16028bexv5w1.txt
<DESCRIPTION>EXHIBIT 5.1 FORM OF OPINION OF HARTER, SECREST & EMERY LLP
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<PAGE>
                                                                     Exhibit 5.1

                     Opinion of Harter, Secrest & Emery LLP

                   [Letterhead of Harter, Secrest & Emery LLP]

                               November 14, 2005

Graham Corporation
20 Florence Avenue
Batavia, New York 14020

Ladies and Gentlemen:

     We have acted as counsel to Graham Corporation, a Delaware corporation (the
"Company"), in connection with the Company's Registration Statement on Form S-2
under the Securities Act of 1933, as amended, (Registration No. 333-128646)
(such Registration Statement, as it may be amended from time to time, is
referred to herein as the "Registration Statement") with respect to the
registration of 198,246 shares of the Company's Common Stock, par value $0.10
per share (the "Securities").

     We have examined such corporate records, other documents and questions of
law as we have considered necessary or appropriate for the purpose of this
opinion.

     In our examination of the corporate records and other documents, we have
assumed the genuineness of all signatures and the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. Our opinions set forth
below are limited to the General Corporation Law of the State of Delaware.

     Based on the foregoing, we advise you that, in our opinion, after the
Securities and Exchange Commission has declared the Registration Statement to be
effective and when the applicable provisions of the "Blue Sky" or other state
securities laws shall have been complied with, the Securities, when sold, will
be legally issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus contained therein. This consent is not to be
construed as an admission that we are a party whose consent is required to be
filed with the Registration Statement under the provisions of the Securities Act
of 1933, as amended, or the rules and regulations of the United States
Securities and Exchange Commission promulgated thereunder.

                                        Very truly yours,


                                        /s/ Harter, Secrest & Emery LLP
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