EXHIBIT 5.1


                               [WLR&K Letterhead]




                                 March __, 2002



Goodrich Corporation
Four Coliseum Centre
2730 West Tyvola Road
Charlotte, North Carolina  28217

Ladies and Gentlemen:

         We have acted as special counsel for Goodrich Corporation, a New York
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-4 of the Company (the "Registration
Statement"), filed with the Securities and Exchange Commission on February 14,
2002, as amended, relating to an offer to exchange (the "Exchange Offer") 7 1/2%
Notes due 2008 of the Company (the "New Goodrich Notes") for an equal principal
amount of the outstanding 7 1/2% Senior Notes due 2008 of Coltec Industries,
Inc (the "Old Coltec Notes").

         The New Goodrich Notes will be issued under an Indenture dated as of
May 1, 1991 (the "Indenture"), between the Company and The Bank of New York, as
successor to Harris Trust and Savings Bank, as trustee (the "Trustee"). As
special counsel, we have examined the Registration Statement, the Indenture, the
form of the New Goodrich Notes, the form of the Old Coltec Notes and such other
documents, records and other matters as we have deemed necessary or appropriate
in order to give the opinions set forth herein.

         In giving the opinions contained herein, we have, with your approval,
relied upon representations of officers of the Company and certificates of
public officials with respect to the accuracy of the material factual matters
addressed by such representations and certificates. We have, with your approval,
assumed the genuineness of all signatures or instruments submitted to us, and
the conformity of certified copies submitted to us with the original documents
to which such certified copies relate.

         We are members of the bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the federal laws of the
United States and the laws of the State of New York.

         Based upon and subject to the foregoing, assuming that the Indenture
has been duly authorized, executed and delivered by, and represents the valid
and binding obligations of, the Trustee, it is our opinion that:

         (1)      the Indenture has been duly executed and delivered by the
                  Company, and constitutes the legal, valid and binding
                  obligation of the Company, enforceable against the Company in
                  accordance with its terms; and

         (2)      the New Goodrich Notes, when duly executed and delivered by
                  the Company upon the terms



                  set forth in the Exchange Offer, will constitute legal, valid
                  and binding obligations of the Company, enforceable against
                  the Company in accordance with their respective terms;

subject in each case to (a) bankruptcy, insolvency, moratorium, reorganization
and other laws of general applicability relating to or affecting creditors'
rights from time to time in effect and (b) application of general principles of
equity (regardless of whether considered in proceedings in equity or at law).

         The opinions expressed above are subject to (i) standards of commercial
reasonableness and good faith, (ii) public policy and (iii) other applicable
laws, rules, regulations, court decisions and constitutional requirements in and
of the State of New York or the United States of America limiting or affecting
the exercise of remedies under the Indenture and the New Goodrich Notes,
provided that any limitations imposed by such other applicable laws, rules,
regulations, court decisions, and constitutional requirements will not, in our
opinion, materially interfere with the realization by the holders of the New
Goodrich Notes of the practical benefits intended to be conferred by the New
Goodrich Notes and the Indenture, although they may result in a delay thereof
(and we express no opinion with respect to the economic consequence of any such
delay).

         We express no opinion with respect to (i) the enforceability of
provisions in the Indenture relating to delay or omission of enforcement of
rights or remedies, or waivers of defenses, or waivers of benefits of usury,
appraisement, valuation, stay, extension, moratorium, redemption, statutes of
limitation, or other non-waivable benefits bestowed by operation of law or (ii)
the lawfulness or enforceability of exculpation clauses, clauses relating to
releases of unmatured claims, clauses purporting to waive unmatured rights,
severability clauses, and clauses similar in substance or nature to those
expressed in the foregoing clause (i) and this clause (ii), insofar as any of
the foregoing are contained in the Indenture. In addition, we express no opinion
as to whether a federal or state court outside of the State of New York would
give effect to the choice of New York law provided for in the Indenture.

         We consent to the use of this opinion as an Exhibit to the Registration
Statement and to the reference to our firm in the Prospectus that is a part of
the Registration Statement. In giving such consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of
the Securities Act of 1933.



                                Very truly yours,

                                WACHTELL, LIPTON, ROSEN & KATZ