[DECHERT LETTERHEAD APPEARS HERE]

October 16, 2001


EDO Corporation
60 East 42nd Street
Suite 5010
New York, NY 10165

Re:  Registration Statement on Form S-3
     Registration No. 333-69764

Gentlemen and Ladies:

We have acted as counsel to EDO Corporation, a New York corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 4,000,000 common shares (the "Shares"), par value $1 per
share, of the Company (the "Common Shares") and 600,000 Common Shares (the
"Optional Shares").  The Company has granted the underwriters an option to
purchase the Optional Shares solely to cover over-allotments, if any, in
connection with the offering that is the subject to the registration statement
referred to above (the "Registration Statement").  The Shares and the Optional
Shares will be sold pursuant to an underwriting agreement (the "Underwriting
Agreement"), among the Company, the EDO Employee Stock Ownership Trust (the
"Selling Stockholder"), and First Union Securities, Inc. and SG Cowen Securities
Corporation, as representatives of the several underwriters (the
"Underwriters"), the form of which is included as Exhibit 1 to the Registration
Statement.

We have participated in the preparation of the Registration Statement and have
made such legal and factual examination and inquiry as we have deemed advisable
for the rendering of this opinion.  In making our examination we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to all authentic original documents of all
documents submitted to us as copies.

Based upon and subject to the foregoing, we are of the opinion that with respect
to the Shares and Optional Shares to be sold by the Company, when (i) the
Registration Statement becomes effective, (ii) the Pricing Committee of the
Company's Board of Directors approves the price at which the shares are to be
sold to the Underwriters set forth in the Underwriting Agreement and approves
other matters relating to their issuance and sale, (iii) the Underwriting
Agreement has been duly executed and delivered by the parties thereto and (iv)
certificates representing the Shares and the Optional Shares in the form of the
specimen certificate examined by us have been manually signed by an authorized
officer of the transfer agent and registrar for the Common Shares and registered
by such transfer agent and registrar, and have been delivered to and paid for by
the Underwriters as contemplated



EDO Corporation
October 16, 2001

Page 2

by the Underwriting Agreement, at a price per share not less than the per share
par value of the Common Shares, the issuance and sale of the Shares to be sold
by the Company and Optional Shares will have been duly authorized, and the
Shares to be sold by the Company and the Optional Shares will be validly issued,
fully paid and nonassessable.

The opinion expressed herein is rendered for your benefit in connection with the
transactions contemplated herein.  The opinion expressed herein may not be used
or relied on by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a government agency, quoted, cited or
otherwise referred to without our prior written consent, except as noted below.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus contained
therein under the caption "Legal Matters."  In giving such consent we do not
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act or under the rules and regulations promulgated
by the Securities and Exchange Commission.

Very truly yours,

Dechert