Exhibit 5.1

                                [GRAPHIC OMITTED]
                   UNIVERSAL STAINLESS & ALLOY PRODUCTS, INC.
               600 Mayer Street o Bridgeville, Pennsylvania 15017

                                                                Paul A. McGrath
                                                            Phone: 412-257-7603
                                                             Fax:  412-257-7640

September 30, 2002



Universal Stainless & Alloy Products, Inc.
600 Mayer Street
Bridgeville, Pennsylvania  15017

Re:  Registration Statement on Form S-8
     ----------------------------------

Ladies and Gentlemen:

I am  General  Counsel  of  Universal  Stainless  & Alloy  Products,  Inc.  (the
"Company")  and I have acted as counsel for the Company in  connection  with the
preparation  of the Form S-8  Registration  Statement to be filed by the Company
with the  Securities  and Exchange  Commission  for the  registration  under the
Securities  Act of 1933,  as amended,  of an  additional  300,000  shares of the
Company's common stock,  par value $.001 per share (the "Shares"),  which are to
be offered from time to time to certain officers, employees and directors of the
Company pursuant to the terms of the Universal Stainless & Alloy Products,  Inc.
Stock  Incentive  Plan,  formerly  known as the 1994 Stock  Incentive  Plan (the
"Plan").

I have examined the originals,  certified copies or copies otherwise  identified
to my  satisfaction as being true copies of the Plan and such other documents as
I have deemed necessary or appropriate for purposes of this opinion.

Based on the  foregoing,  I am of the opinion that the Shares have been duly and
validly authorized and reserved for issuance,  and that the Shares,  when issued
under the terms of the Plan, will be legally and validly issued,  fully paid and
nonassessable.

I  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1  to the
Registration Statement.

Very truly yours,



Paul A. McGrath
General Counsel