Exhibit 5.1

August 30, 2006

Universal Stainless & Alloy Products, Inc.
addressStreet600 Mayer Street
placeCityBridgeville, StatePennsylvania PostalCode15017

Ladies and Gentlemen:

         We are  counsel  to  Universal  Stainless  & Alloy  Products,  Inc.,  a
Delaware  corporation  (the  "Company"),  and we have acted as  counsel  for the
Company in connection with the preparation of the Registration Statement on Form
S-8  (the  "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 (the  "Securities  Act"), of an additional  60,000 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  employees  of the  Company  in
connection  with the Universal  Stainless & Alloy  Products,  Inc. 1996 Employee
Stock Purchase Plan (the "Plan").

         This opinion is delivered in accordance  with the  requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.

         You have  requested  our  opinion as to the  matters set forth below in
connection  with the  Registration  Statement.  For purposes of  rendering  that
opinion,  we have examined the Plan, the Registration  Statement,  the Company's
Amended and Restated Certificate of Incorporation and By-laws, and the corporate
action of the Company that provides for the issuance of the Shares,  and we have
made such other  investigation as we have deemed  appropriate.  We have examined
and relied upon certificates of public officials.  In rendering our opinion,  we
also have made the  assumptions  that are  customary in opinion  letters of this
kind. We have not verified any of those assumptions.

         Based on the foregoing, we are 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  validly  issued,  fully  paid and
nonassessable.

         The opinions expressed in this opinion letter are limited to the law of
the State of  StateDelaware  and  federal  law of the  placecountry-regionUnited
States.  The foregoing  opinions are rendered as of the date of this letter.  We
assume no obligation to update or supplement any of such opinions to reflect any
changes of law or fact that may occur.

         We are furnishing  this opinion letter to you solely in connection with
the Registration Statement. You may not rely on this opinion letter in any other
connection,  and it may not be  furnished  to or relied upon by any other person
for any purpose,  without our specific prior written consent.  We hereby consent
to the filing of this opinion as Exhibit 5.1 to the Registration  Statement.





In giving our  consent we do not  thereby  admit that we are in the  category of
persons whose  consent is required  under Section 7 of the 1933 Act or the rules
and regulations thereunder.

                                 Yours truly,

                                 /s/ Kirkpatrick & Lockhart Nicholson Graham LLP