EXHIBIT 5.2

                                [Letterhead of]

                          CRAVATH, SWAINE & MOORE LLP

                               [New York Office]


                                                                January 29, 2004


                   Cummins Inc. 9 1/2% Senior Notes due 2010

Dear Ladies and Gentlemen:

    We have acted as special counsel for Cummins Inc., an Indiana corporation
(the "Company"), in connection with the filing by the Company with the
Securities and Exchange Commission (the "Commission") of a registration
statement (the "Registration Statement") on Form S-4 under the Securities Act of
1933 (the "Securities Act"), relating to the proposed issuance by the Company of
up to $250,000,000 aggregate principal amount of the Company's 9 1/2 Senior
Notes due 2010 (the "New Notes"), in exchange for its outstanding 9 1/2% Senior
Notes due 2010 (the "Existing Notes"). The New Notes are to be issued pursuant
to the indenture dated as of November 20, 2002 (the "Indenture"), between the
Company and BNY Midwest Trust Company, as trustee.

    In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including the Indenture, the form of the New Note and the Registration
Statement. In addition, we have included such other investigations of fact and
law as we have deemed necessary or advisable for the purposes of this opinion.

    Based upon the foregoing, we are of opinion as follows:

        1.  Assuming that the Indenture has been duly authorized, executed and
    delivered by the parties thereto, the Indenture constitutes the legal, valid
    and binding obligation of the Company, enforceable in accordance with its
    terms (subject to applicable bankruptcy, insolvency, reorganization,
    moratorium, fraudulent transfer and other similar laws affecting creditors'
    rights generally from time to time in effect and to general principles of
    equity, including concepts of materiality, reasonableness, good faith and
    fair dealing, regardless of whether considered in a proceeding in equity or
    at law).

        2.  Assuming that the New Notes have been duly authorized by the
    Company, when executed and authenticated in accordance with the provisions
    of the Indenture and delivered in exchange for the Existing Notes in the
    manner described in the Registration Statement, the New Notes will
    constitute legal, valid and binding obligations of the Company entitled to
    the benefits of the Indenture and enforceable against the Company in
    accordance with their terms (subject to applicable bankruptcy, insolvency,
    reorganization, moratorium, fraudulent transfer or other similar laws
    affecting creditors' rights generally from time to time in effect and to
    general principles of equity, including concepts of materiality,
    reasonableness, good faith and fair dealing, regardless of whether
    considered in a proceeding in equity or at law).

    We are admitted to practice in the State of New York and we express no
opinion as to any matters governed by any laws other than the laws of the State
of New York. In particular, we do not purport to pass on any matter governed by
the laws of the State of Indiana.

    We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of our name under the caption "Legal Matters"
in the prospectus constituting a part of the Registration Statement. In giving
such consent, we do not admit that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.

    We are furnishing this opinion to you, solely for your benefit. We are
opining as to matters herein only as of the date hereof and not as of any future
date, and we have no obligation to update this opinion. This opinion may not be
relied upon by any other person or for any purpose or used, circulated, quoted
or otherwise referred to for any other purpose.

                                                   
                                                      Very truly yours,

                                                      /s/ CRAVATH, SWAINE & MOORE LLP



Cummins Inc.

  500 Jackson Street

    Columbus, Indiana 47202-3005

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