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REED SMITH SHAW & MCCLAY LLP
435 Sixth Avenue
Pittsburgh, Pennsylvania 15219-1886
Phone: 412-288-3131
Fax: 412-288-3063
Exhibit 5.1
June 28, 2000
Westinghouse Air Brake Technologies Corporation
1001 Air Brake Avenue
Wilmerding, PA 15148-0001
Re: Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as special counsel to Westinghouse Air Brake
Technologies Corporation (the "Company") in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act") relating to up to 400,000 shares
of the Company's Common Stock, par value $.01 per share, (the "Common Stock")
which may be paid to non-employee directors of the Company as payment of all or
a portion of the retainer fees or services performed by such director or
pursuant to stock options granted under the Company's 1995 Non-employee
Directors' Fee and Stock Option Plan (the "Plan"). The Plan provides that either
authorized but unissued or treasury shares of Common Stock may be issued or
delivered under the Plan. In rendering our opinion below, we have assumed that
any previously issued shares reacquired by the Company and used under the Plan
will have been duly authorized, validly issued and fully paid at the time of
their original issuance.
In connection with this opinion, we have examined, among other
things:
(1) the Restated Certificate of Incorporation of the Company,
as amended to date;
(2) resolutions adopted by the Board of Directors of the
Company on January 24, 2000 amending and restating the Plan and
authorizing an additional 400,000 shares of Common Stock to be reserved
for issuance under the Plan; and
(3) the Plan, as currently in effect.
Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumptions set forth above, we are pleased to advise you that in our
opinion:
(a) The Company has been duly incorporated and is a validly
existing corporation under the laws of the State of Delaware; and
(b) The shares of Common Stock being registered and which may
be issued or delivered by the Company pursuant to the provisions of the
Plan have been duly
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REED SMITH SHAW & McCLAY LLP
Westinghouse Air Brake Technologies
Corporation -2- June 28, 2000
authorized, and upon such issuance or delivery in accordance with the
provisions of the Plan such shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1
to the Registration Statement. In giving such consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Yours truly,
/s/ Reed Smith Shaw & McClay LLP
DLD:CLD
