EXHIBIT 5.1

                        [Quarles & Brady LLP Letterhead]

                                                      April 9, 2002


The Manitowoc Company, Inc.
500 South 16th Street
Manitowoc, Wisconsin  54221

Ladies and Gentlemen:

         We are providing this opinion in connection with the Registration
Statement of The Manitowoc Company, Inc. ("MTW") on Form S-4 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"), with
respect to the proposed issuance of up to 2,243,590 shares of MTW common stock,
$.01 par value (the "Shares"), pursuant to the Agreement and Plan of Merger,
dated as of March 18, 2002 (the "Merger Agreement"), by and among MTW, Grove
Investors, Inc. ("Grove"), and Giraffe Acquisition, Inc. ("Merger Sub"), a
wholly owned subsidiary of MTW, providing for the statutory merger of Merger Sub
with and into Grove (the "Merger").

         We have examined: (i) the Registration Statement; (ii) MTW's Restated
Articles of Incorporation and Restated Bylaws, as amended to date; (iii) the
Merger Agreement, which is attached as an annex to the proxy statement and
prospectus contained in the Registration Statement; (iv) corporate proceedings
of MTW and Merger Sub relating to the Merger Agreement and the transactions
contemplated thereby; and (v) such other documents, and such matters of law, as
we have deemed necessary in order to render this opinion. Based on the
foregoing, it is our opinion that:

         1.       MTW is a corporation duly incorporated and validly existing
                  under the laws of the State of Wisconsin.

         2.       When (a) the Registration Statement, and any amendments
                  thereto (including post-effective amendments), shall have
                  become effective under the Act, (b) the Merger Agreement and
                  the issuance of the Shares pursuant thereto shall have been
                  duly approved by the stockholders of Grove, as contemplated
                  therein and in the Registration Statement, (c) the parties
                  shall have received all necessary regulatory approvals
                  required to consummate the Merger, (d) the Merger shall have
                  been duly consummated in accordance with the terms of the
                  Merger Agreement and the laws of the State of Delaware, and
                  (e) up to 2,243,590 Shares have been issued in accordance with
                  the provisions of the Merger Agreement, such Shares will have
                  been validly issued and will be fully paid and nonassessable
                  by MTW, sub-



                  ject to the personal liability which may be imposed on
                  shareholders by Section 180.0622(2)(b) of the Wisconsin
                  Business Corporation Law, as judicially interpreted, for debts
                  owing to employees for services performed, but not exceeding
                  six months service in any one case.

         We have not passed upon the actions of the Board of Directors of Grove
to authorize the consummation of the Merger, and have assumed that all necessary
action has been taken.

         We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the proxy statement and prospectus constituting a part thereof. In
giving our consent, we do not admit that we are "experts" within the meaning of
Section 11 of the Act, or that we are within the category of persons whose
consent is required by Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                                    Very truly yours,

                                                    /s/ Quarles & Brady LLP

                                                    QUARLES & BRADY LLP