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EXHIBIT 5.01
January 9, 2001
Board of Directors
Kennametal Inc.
1600 Technology Way
P.O. Box 231
Latrobe, PA 15650
Ladies and Gentlemen:
We have acted as counsel to Kennametal Inc., a Pennsylvania corporation
(the "Corporation"), in connection with the proposed issuance by the Corporation
of up to 1,500,000 shares of the Corporation's capital stock, par value $1.25
per share (the "Capital Stock"), pursuant to the terms of the Kennametal Inc.
2000 Employee Stock Purchase Plan (the "Plan").
In connection with such proposed issuance, we have examined the Plan,
the Certificate of Incorporation of the Corporation, as amended and restated,
the By-laws of the Corporation, as amended and restated, the relevant corporate
proceedings of the Corporation, the Registration Statement on Form S-8 covering
the issuance of the shares, and such other documents, records, certificates of
public officials, statutes and decisions as we consider necessary to express the
opinions contained herein. In the examination of such documents, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and the conformity to those original documents of
all documents submitted to us as certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission and when the Capital Stock has been duly
issued and delivered pursuant to the terms of the Plan, such shares of Capital
Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ Ronald Basso
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Ronald Basso
