EXHIBIT 5.1

                       [Letterhead of Goodwin Procter LLP]

                                  May 14, 2002


CIRCOR International, Inc.
35 Corporate Drive, Suite 290
Burlington, Massachusetts  01803-4244

         Re:    Legality of Securities to be Registered Under Registration
Statement on Form S-3

Ladies and Gentlemen:

         This opinion is furnished in connection with the registration statement
on Form S-3 (the "Registration Statement") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), relating to the registration of the
sale of up to an aggregate of 1,000,000 shares (the "Shares") of common stock,
par value $0.01 per share, of CIRCOR International, Inc., a Delaware corporation
(the "Company"), for the respective accounts of certain stockholders of the
Company.

         In connection with rendering this opinion, we have examined (i) the
Restated Certificate of Incorporation of the Company, as amended, as on file
with the Secretary of State of the State of Delaware, (ii) the Amended and
Restated By-laws of the Company, as amended, (iii) such records of the corporate
proceedings of the Company as we deemed material, (iv) the Registration
Statement and the exhibits thereto, and (v) such other certificates, receipts,
records and documents as we considered necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as certified, photostatic or facsimile copies, the authenticity
of the originals of such copies and the authenticity of telephonic confirmations
of public officials and others. As to facts material to our opinion, we have
relied upon certificates or telephonic confirmations of public officials and
certificates, documents, statements and other information of the Company or
representatives or officers thereof.

         We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts and the Delaware General Corporation Law (which includes
applicable provisions of the Delaware General Corporation Law and reported
judicial decisions interpreting the Delaware General Corporation Law and
applicable provisions of the Delaware Constitution), and also express no opinion
with respect to the blue sky or securities laws of any state, including
Massachusetts and Delaware.

         Based upon the foregoing, we are of the opinion that the Shares are
validly issued, fully paid and nonassessable under the Delaware General
Corporation Law.

         The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.

         We hereby consent to being named as counsel to the Company in the
Registration Statement, to the reference therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.




                                   Sincerely,

                                   /s/ GOODWIN PROCTER LLP
                                   ------------------------
                                   GOODWIN PROCTER  LLP