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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
July 20, 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 3,300,000
shares of the Company's Common Stock, par value $.01 per share, (the "Common
Stock") which may be purchased by or awarded to employees of the Company
pursuant to stock options granted or restricted shares or performance shares
awarded under the Company's 2000 Stock Incentive 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 25, 2000 adopting the Plan, on March 22, 2000
adopting certain amendments to the Plan, and together authorizing a
total of 4,400,000 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 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.
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REED SMITH SHAW & MCCLAY LLP
Westinghouse Air Brake Technologies Corporation -2- July 20,2000
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
