EXHIBIT 5

September 11, 2002

Board of Directors
Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615



                                DANA CORPORATION
               REGISTRATION STATEMENT ON FORM S-4 RELATING TO THE
              EXCHANGE OFFER FOR $250,000,000 PRINCIPAL AMOUNT OF
                      10-1/8% NOTES DUE 2010 (THE "NOTES")


Gentlemen:

     We have acted as counsel to Dana Corporation, a Virginia corporation (the
"Company"), in connection with the offer to exchange (the "Exchange Offer") up
to $250,000,000 aggregate principal amount of the Notes for a like principal
amount of 10-1/8% Notes due 2010 (the "Exchange Notes"), the Exchange Notes
having been registered under the Securities Act of 1933, as set forth in the
Registration Statement on Form S-4 (No. 333-96793) (the "Registration
Statement") filed on July 19, 2002, with the Securities and Exchange Commission
(the "Commission") by the Company pursuant to the Securities Act of 1933, as
amended. The terms of the Exchange Notes will be governed by the Indenture,
dated as of March 11, 2002, between the Company and Citibank, N.A., as Trustee.

     In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.

     For purposes of the opinions expressed below, we have assumed (i) the
authenticity of all documents submitted to us as originals, (ii) the conformity
to the originals of all documents submitted as certified or photostatic copies
and the authenticity of the originals thereof, (iii) the genuineness of
signatures not witnessed by us and (iv) the due authorization, execution and
delivery of all documents by all parties and the validity, binding effect and
enforceability thereof (other than the authorization, execution and delivery of
documents by the Company and the validity, binding effect and enforceability
thereof upon the Company).

     We are members of the Virginia and New York Bars and we do not purport to
express an opinion on any laws other than those of the Commonwealth of Virginia,
the State of New York and the federal laws of the United States of America.

     Based upon the foregoing and such other information and documents as we
have considered necessary for the purposes hereof, we are of the opinion that:

     1. The Company has been duly incorporated and is an existing corporation in
good standing under the laws of the Commonwealth of Virginia, with corporate
power and authority to own its properties and conduct its business as described
in the Registration Statement.

     2. The Exchange Notes have been duly authorized by all necessary corporate
action.  When the Exchange Notes have been (a) executed and delivered by the
Company as described in the Registration Statement and (b) authenticated by the
Trustee in accordance with the Indenture, the Exchange Notes will constitute
valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms and the terms of the Indenture, except as
the enforceability thereof may be limited or otherwise affected by (i)
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and (ii) principles of equity, whether considered in law or equity.

     We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the statement made in reference to
this firm under the caption "Legal Matters" in the Registration Statement.  In
giving this consent, we do not admit that we are within the category of persons
whose consent is required by Section 7 of the Securities Act or the rules and
regulations promulgated thereunder by the Commission.  We do not undertake to
advise you of any changes in the opinions expressed herein from matters that
might hereafter arise or be brought to our attention.


                                          Very truly yours,


                                          /s/ Hunton & Williams