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                             MAYER, BROWN & PLATT
                           190 South LaSalle Street
                           Chicago, Illinois   60603

 

                                                                       Exhibit 5
                                April 20, 1999

Case Corporation
700 State Street
Racine, Wisconsin 53404


     Re: Registration Statement on Form S-4
     $300 million aggregate principal amount 6 1/4% Notes due December 1, 2003,
Series B

Ladies and Gentlemen:

     We have acted as special counsel to Case Corporation, a Delaware
corporation (the "Company"), in connection with the Company's registration of
$300,000,000 aggregate principal amount of its 6 1/4% Notes due December 1,
2003, Series B (the "New Notes") on a Registration Statement on Form S-4 (the
"Registration Statement") filed on April 20, 1999 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act").
The New Notes will be offered in exchange (the "Exchange Offer") for any and all
of the Company's 6 1/4% Notes due December 1, 2003, Series A (the "Old Notes").
The Old Notes were issued, and the New Notes will be issued, pursuant to the
Indenture between the Company and The Bank of New York, as Trustee, dated as of
July 31, 1995 (the "Indenture").  In that connection, we have examined such
corporate and other records, instruments, certificates and documents as we
considered necessary to enable us to express this opinion.

     Based on the foregoing, it is our opinion that, upon completion of the
Exchange Offer, the New Notes will have been duly authorized for issuance and,
when the New Notes are duly executed, authenticated, issued and delivered in
accordance with the Indenture, the New Notes will constitute valid and legally
binding obligations of the Company under the laws of the State of New York,
entitled to the benefits of the Indenture, subject to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles (whether
considered in a proceeding at law or in equity).

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named in the related prospectus under the
caption "Legal Matters" with respect to the matters stated therein.
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     We are admitted to practice law in the States of Illinois and New York, and
we express no opinions as to matters under or involving any laws other than the
laws of the States of Illinois and New York, the federal laws of the United
States of America and the General Corporation Law of the State of Delaware.

                              Very truly yours,


                              /s/ MAYER, BROWN & PLATT

                              Mayer, Brown & Platt

EAR/DWG
