EXHIBIT 5.1

August 13, 2004

Trimble Navigation Limited
749 North Mary Avenue
Sunnyvale, California 94085

Re:      Trimble Navigation Limited
           Form S-8 Registration Statement

Ladies and Gentlemen:

     We  have  acted  as  special  counsel  to  Trimble  Navigation  Limited,  a
California  corporation (the "Company"),  in connection with the registration of
1,500,000  shares of the  Company's  common  stock,  no par value  (the  "Common
Stock"),  issuable  pursuant to the Company's 2002 Stock Plan and 300,000 shares
of Common Stock, issuable pursuant to the Company's 1988 Employee Stock Purchase
Plan (the  1,500,000  together  with the 300,000  shares of Common  Stock,  "the
Shares," and the 2002 Stock Plan together with the 1988 Employee  Stock Purchase
Plan, the "Plans").

     This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation  S-K under the  Securities  Act of 1933, as amended (the
"Act").

     In  connection  with this opinion,  we have  examined  originals or copies,
certified or otherwise  identified  to our  satisfaction,  of (i) the  Company's
Registration  Statement on Form S-8 (the  "Registration  Statement") to be filed
with the Securities and Exchange  Commission  (the  "Commission")  on August 13,
2004  under  the  Act  relating  to the  sale  of the  Shares;  (ii) a  specimen
certificate  representing the Common Stock;  (iii) the Articles of Incorporation
of the Company,  and all  amendments  thereto,  as certified by Irwin L. Kwatek,
Vice President and General Counsel of the Company; (iv) the Amended and Restated
Bylaws of the  Company,  as certified by Irwin L.  Kwatek,  Vice  President  and
General Counsel of the Company;  (v) the Plans; and (vi) certain  resolutions of
the Board of  Directors  of the  Company.  We have also  examined  originals  or
copies,  certified or otherwise identified to our satisfaction,  of such records
of  the  Company  and  such  agreements,   certificates  of  public   officials,
certificates of officers or other representatives of the Company and others, and
such other  documents,  certificates  and records as we have deemed necessary or
appropriate as a basis for the opinions set forth herein.

     In our  examination,  we have  assumed  the legal  capacity  of all natural
persons,  the genuineness of all signatures,  the  authenticity of all documents
submitted  to us as  originals,  the  conformity  to original  documents  of all
documents  submitted to us as facsimile,  electronic,  certified or  photostatic
copies,  and the  authenticity  of the  originals of such copies.  In making our
examination  of documents  executed or to be executed by parties  other than the
Company, we have assumed that such parties had or will have the power, corporate
or other, to enter into and perform all obligations thereunder, and we have also
assumed the due authorization by all requisite  action,  corporate or other, and
execution  and delivery by such parties of such  documents  and the validity and
binding  effect  thereof.  As to any facts  material to the  opinions  expressed
herein that we have not  independently  established or verified,  we have relied
upon statements and representations of officers and other representatives of the
Company and others.





     We have also assumed that each award  agreement  setting forth the terms of
each grant of options or other  awards  under the Plans is  consistent  with the
Plans and has been duly  authorized  and validly  executed and  delivered by the
parties thereto.

     We do not express any opinion as to the laws of any jurisdiction other than
the corporate laws of the State of California, and we do not express any opinion
as to the effect of any other laws on the opinion stated herein.

     Based upon and subject to the  foregoing,  we are of the opinion  that when
(i)  certificates  representing  the Shares to be issued  under the Plans 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 Stock and
registered by such transfer agent and registrar, and (ii) such certificates have
been  delivered and paid for in accordance  with the terms and conditions of the
Plans the issuance and sale of such Shares will have been duly  authorized,  and
such Shares will be validly issued, fully paid and nonassessable.

     We hereby  consent to the filing of this  opinion  with the  Commission  as
Exhibit 5.1 to the  Registration  Statement.  In giving this consent,  we do not
thereby  admit that we are included in the category of persons  whose consent is
required  under  Section  7 of the  Act  or the  rules  and  regulations  of the
Commission.


                           Very truly yours,



                           /s/ Skadden, Arps, Slate, Meagher & Flom LLP