Exhibit 5.1

Opinion of Stroock & Stroock & Lavan LLP



                                                              December 21, 2001

AMETEK, Inc.
37 North Valley Road
Paoli, Pennsylvania  19301


Re:  Sale of Common Stock, Preferred Stock, Debt Securities and Warrants of
     AMETEK, Inc.

Ladies and Gentlemen:

AMETEK, Inc., a Delaware corporation (the "Corporation"), has requested our
opinion in connection with the filing of a shelf registration statement on Form
S-3 by the Corporation (the "Registration Statement") registering up to
$300,000,000 aggregate initial offering price of (i) shares of common stock,
$0.01 par value per share, of the Corporation (the "Common Stock"), (ii) shares
of preferred stock, $0.01 par value per share, of the Corporation (the
"Preferred Stock"), (iii) unsecured senior or subordinated debt securities of
the Corporation, and (iv) warrants which are exercisable for shares of common
stock or shares of preferred stock, to be issued to the public from time to time
and up to $300,000,000 aggregate initial offering price of Securities that may
be registered pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Securities Act") by means of an additional registration statement
relating to the Registration Statement (any such additional registration
statement, the "462(b) Registration Statement").

In furnishing this opinion, we have examined copies of the Registration
Statement, the Amended and Restated Certificate of Incorporation and By-Laws of
the Corporation, as amended to date, and the minutes of the meeting of the Board
of Directors of the Corporation authorizing the issuance of the Securities. We
also have examined such other documents, papers, statutes and authorities as we
deemed necessary to form a basis for the opinion hereinafter expressed. In our
examinations of such material, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as original
documents and the conformity to original documents of all documents supplied to
us as copies. As to various questions of fact material to such opinion, we have
relied upon statements and certificates of officers and representatives of the
Corporation and others.

Based upon and subject to the foregoing, it is our opinion that:

          1.   The Common Stock (including any Common Stock issued pursuant to
               the 462(b) Registration Statement) has been duly authorized by
               all necessary corporate action of the Corporation and when (a)
               the applicable provisions of the Securities Act and such state
               "blue sky" or securities laws as may be applicable have been
               complied with and (b) the shares of Common Stock have been
               issued, delivered, and paid for, such shares of Common Stock will
               be legally issued, fully paid, and nonassessable.

          2.   The Preferred Stock (including any Preferred Stock issued
               pursuant to the 462(b) Registration Statement) has been duly
               authorized by all necessary corporate action of the Corporation
               and when (a) the applicable provisions of the Securities Act and
               such state "blue sky" or securities laws as may be applicable
               have been complied with, (b) the Corporation's board of directors
               has adopted and the Corporation has duly filed with the Secretary
               of State of Delaware a Certificate of Designations, Preferences,
               and Rights establishing preferences, limitations and relative
               voting and other rights of each series of Preferred Stock prior
               to issuance thereof and (c) the shares of Preferred Stock have
               been issued, delivered, and paid for, such shares of Preferred
               Stock will be legally issued, fully paid, and nonassessable.

          3.   The Debt Securities (including any debt securities issued
               pursuant to the Rule 462(b) Registration Statement) have been
               duly authorized by all necessary corporate action of the
               Corporation and when (a) the applicable provisions of the
               Securities Act and such state "blue sky" or securities laws as
               may be applicable have been complied with, (b) the Corporation's
               board of directors has adopted a resolution designating or
               approving the designation or rights of the Debt Securities prior
               to the issuance thereof, and (c) the Debt Securities have been
               issued, delivered, and paid for, such Debt Securities will be
               legally issued, fully paid and nonassessable and will be duly
               executed and authenticated.

          4.   The Warrants (including any warrants issued pursuant to the Rule
               462(b) Registration Statement) have been duly authorized by all
               necessary corporate action of the Corporation and when (a) the
               applicable provisions of the Securities Act and such state "blue
               sky" or securities laws as may be applicable have been complied
               with, (b) the Corporation's board of directors has adopted a
               resolution designating or approving the designation or rights of
               the Warrants prior to the issuance thereof, and (c) the Warrants
               have been issued, delivered, and paid for, and the shares of
               Common Stock or Preferred Stock issuable upon exercise of the
               Warrants have been reserved for issuance, such Warrants will be
               legally issued.

          Attorneys involved in the preparation of this opinion are admitted to
practice law in the State of New York and we do not purport to be experts on, or
to express any opinion herein concerning, any law other than the laws of the
State of New York, the Delaware General Corporation Law and the federal laws of
the United States of America.

          We hereby consent to be named in the Registration Statement to be
filed by the Corporation with the Securities and Exchange Commission under the
Securities Act as attorneys who have passed upon the legality of the Securities
to be registered by the Registration Statement; and we further consent to your
filing a copy of this opinion as an exhibit to the Registration Statement and to
the incorporation by reference of this opinion in any 462(b) Registration
Statement. In giving such permission, we do not admit hereby that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Securities and Exchange
Commission thereunder.

Very truly yours,


/S/ Stroock & Stroock & Lavan LLP
---------------------------------
STROOCK & STROOCK & LAVAN LLP