EXHIBIT 5.1

                         OPINION OF HUGHES & LUCE, LLP


                        [HUGHES & LUCE, LLP LETTERHEAD]


                                January 14, 2002

Peerless Mfg. Co.
2819 Walnut Hill Lane
Dallas, Texas 75229

Ladies and Gentlemen:

         Re:      Registration Statement on Form S-8 for the PEERLESS MFG. CO.
                  2001 STOCK OPTION AND RESTRICTED STOCK PLAN

Ladies and Gentlemen:

         We render this opinion as counsel to Peerless Mfg. Co., a Texas
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 250,000 shares (the "Shares") of the
Company's common stock, $1.00 par value per share, issuable under the PEERLESS
MFG. CO. 2001 STOCK OPTION AND RESTRICTED STOCK PLAN (the "Plan"). The Shares
are being registered pursuant to a registration statement on Form S-8 to be
filed with the Securities and Exchange Commission on or about January 15, 2002
(the "Registration Statement").

         In connection with this opinion, we have examined such documents and
records of the Company and such statutes, regulations and other instruments and
certificates as we have deemed necessary or advisable for the purposes of this
opinion. We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete and that all documents submitted to us as copies are true and correct
copies of the originals thereof. We have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.

         Based on the foregoing, we are of the opinion that the Shares will be,
if and when issued and paid for pursuant to the Plan, validly issued, fully paid
and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of common stock available for such issuance, and
further assuming that the consideration received by the Company for the Shares
exceeds the par value thereof.




Peerless Mfg. Co.
January 14, 2002
Page Two



         We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are included in this
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

                                                        Very truly yours,

                                                        HUGHES & LUCE, LLP