<PAGE>
Exhibit 5.1
July 25, 2000
Williams Controls, Inc.
14100 S.W. 72nd Avenue
Portland, Oregon 97224
RE: Registration Statement on Form S-3
Opinion of Counsel
Gentlemen:
As counsel for Williams Controls, Inc., a Delaware corporation (the
"Corporation"), we have examined the Certificate of Incorporation, as amended,
the Bylaws and Minutes of the Corporation and such other corporate records,
documents, certificates and other instruments as, in our judgment, we deemed
relevant for the purposes of this opinion. We have also, as such counsel,
examined the Registration Statement on Form S-3, Securities and Exchange
Commission File No. 333-_____, as amended to date (the "Registration
Statement"), covering the resale by certain Selling Securityholders named in the
Registration Statement (the "Selling Securityholders") of shares of the
Corporation's Common Stock, par value $.01 per share which may be issued to the
Selling Securityholders upon the conversion of the debentures, or the exercise
of outstanding purchase warrants and placement agent warrants (the "Underlying
Shares").
Based upon the foregoing, we are of the opinion that the Underlying
Shares, upon exercise or conversion according to the terms of the respective
agreements and payment of the applicable conversion and/or exercise price, will
be legally issued, fully paid and nonassessable shares of Common Stock.
We know that we are referred to under the caption "Legal Matters"
included in the Prospectus forming a part of the Registration Statement. We
hereby consent to such use of our name in the Registration Statement and to the
filing of this opinion as Exhibit 5.1 thereto. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the Rules
and Regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
/s/Friedlob Sanderson Paulson & Tourtillott,
--------------------------------------------
<PAGE>
Williams Controls, Inc.
July 25, 2000
Page 2
LLC
