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EXHIBIT 5.1
July 21, 2000
Board of Directors
Precision Castparts Corp.
4650 SW Macadam Avenue, Suite 440
Portland, Oregon 97201
We have acted as counsel for Precision Castparts Corp. (the
"Registrant") in connection with the filing of a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
covering 1,500,000 shares of Common Stock (the "Shares") of the Registrant
issuable in connection with the 1999 Non-Qualified Stock Option Plan of the
Registrant (the "Plan"). We have reviewed the corporate actions of the
Registrant in connection with this matter and have examined those documents,
corporate records, and other instruments we deemed necessary for the purposes of
this opinion.
Based on the foregoing, it is our opinion that:
1. The Registrant is a corporation duly organized and validly existing
under the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued pursuant to
the Plan and in accordance with the resolutions adopted by the Board of
Directors of the Registrant, will be legally issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
STOEL RIVES LLP
