Exhibit 5.2



                              [FORM OF TAX OPINION]

              [FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LETTERHEAD]

[Month] [Day], 2001

Terex Corporation
500 Post Road East
Westport, Connecticut  06880

CMI Corporation
I-40 and Morgan Road
Oklahoma City, Oklahoma  73101

Ladies and Gentlemen:

         We have acted as special counsel to Terex Corporation ("TEREX"), a
Delaware corporation, in connection with the proposed merger (the "MERGER") of
Claudius Acquisition Corp. ("MERGER SUB"), an Oklahoma corporation and a
wholly-owned subsidiary of Terex, with and into CMI Corporation ("CMI"), an
Oklahoma corporation, with CMI surviving the Merger. The Merger will be
consummated pursuant to the Agreement and Plan of Merger, dated as of June 27,
2001, by and among Terex, Merger Sub, and CMI (the "MERGER AGREEMENT"). For
purposes of this opinion, capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Merger Agreement.

         Pursuant to Section 7.1.5 of the Merger Agreement, you have requested
that we render the opinion set forth below. In reaching the opinion expressed
below, we have reviewed and relied on (i) the Merger Agreement, (ii) the
Registration Statement of Terex on Form S-4 filed in connection with the Merger
(the "REGISTRATION STATEMENT"), (iii) the Proxy Statement/Prospectus of Terex
and CMI, dated July [ ], 2001, with respect to the Merger (the "PROXY
STATEMENT/PROSPECTUS"), (iv) representations made by Terex and CMI contained,
respectively, in the certificates of the officers of Terex and CMI dated the
date hereof (the "OFFICER'S CERTIFICATES"), and (v) such other documents,
information



                                                                          page 2


and materials as we have deemed necessary or appropriate. In reviewing these
documents, we have assumed the authenticity of original documents, the accuracy
of copies, the genuineness of signatures, and the legal capacity of signatories.

         In addition, we have assumed that (i) all parties to the Merger
Agreement and to any other documents reviewed by us, have acted, and will act,
in accordance with the terms of the Merger Agreement and such other documents,
and (ii) the Merger will be consummated at the Effective Time pursuant to the
terms and conditions set forth in the Merger Agreement without the waiver or
modification of any such terms and conditions. Furthermore, we have assumed,
without independent investigation or verification, that (i) all representations
contained in the Merger Agreement, as well as those representations contained in
the Officer's Certificates are true, accurate and complete in all respects at
the Effective Time; and (ii) any representations in the Officer's Certificates
"to the best knowledge of" or similarly qualified are true, accurate and
complete in all respects at the Effective Time without such qualification.

         The opinion expressed herein is based upon current provisions of the
Internal Revenue Code of 1986, as amended (the "CODE"), currently applicable
Treasury regulations, and existing judicial decisions and administrative
pronouncements, all of which are subject to change at any time, possibly with
retroactive effect. We assume no obligation to modify or supplement this opinion
if, after the date hereof, any such provisions, Treasury regulations, decisions
or pronouncements change or we become aware of any facts that might change our
opinion or for any other reason. If there is any change in the applicable law or
regulations, or if there is any new administrative or judicial interpretation of
the applicable law or regulations, any or all of the federal income tax
consequences described herein may become inapplicable.

         This letter addresses only the specific United States federal income
tax consequences of the Merger and does not address any other federal, state,
local, or foreign income, estate, gift, transfer, sales, use or other tax
consequences that may result from the Merger.

         Based upon and subject to the foregoing and to the qualifications and
limitations set forth herein, and in reliance upon the representations and
assumptions described above, we are of the opinion that the Merger will qualify
as a reorganization within the meaning of Section 368(a) of the Code.


                                                                          page 3


         The foregoing opinion reflects our legal judgment solely on the issue
expressly presented and discussed herein. Our opinion is limited to legal rather
than factual matters. This opinion has no official status or binding effect of
any kind. Accordingly, we cannot assure you that the Internal Revenue Service or
a court having jurisdiction over the issue will agree with this opinion.
Moreover, if the Merger is effected on a factual basis different from that
contemplated in the Merger Agreement, the Proxy Statement/Prospectus, or the
representations contained in the Officer's Certificates, the opinion expressed
herein may be inapplicable.

         The opinion expressed herein is solely for your benefit and may not be
relied on in any manner or for any purpose by any other person or entity or
otherwise referred to in any document without our prior express written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended.

Very truly yours,


       --------------------------------------------
By:    FRIED, FRANK, HARRIS, SHRIVER & JACOBSON