E X H I B I T 5
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                            CARTER, LEDYARD & MILBURN
                               Counsellors at Law
                                  2 Wall Street
                            New York, New York 10005
                                    ---------

                                 (212) 732-3200
                               Fax (212) 732-3232

                                       January 18, 2002

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

                  Re:  Pall Corporation
                       ----------------


Ladies and Gentlemen:

     We have acted as counsel for Pall Corporation,  a New York corporation (the
"Corporation"),  in  connection  with the adoption of its 2001 Stock Option Plan
for Non-Employee Directors (the "Plan"). The Plan provides for the sale upon the
exercise of options of up to an  aggregate of 400,000  shares (the  "Shares") of
the common  stock,  $.10 par value per share,  of the  Corporation  and up to an
aggregate of 400,000 common share purchase rights (the "Rights"). The Shares may
be either  authorized  but unissued or  reacquired  shares.  Each of the 400,000
Rights will be issued in  connection  with the issuance of one of the Shares and
prior to the Distribution Date (as defined in the Rights Agreement providing for
the common share purchase rights),  will be transferable with and only with, and
will be evidenced by the certificate evidencing, such Share.

     We have examined the originals, or copies certified or otherwise identified
to our  satisfaction,  of such corporate  records and such other documents as we
have deemed relevant as a basis for our opinion hereinafter expressed.

     Based on the foregoing, we are of the opinion that up to 400,000 previously
unissued  Shares and Rights which may be the subject of options  under the Plan,
when paid for in accordance  with the terms of the Plan and the options  granted
thereunder,  will be legally  issued,  and the  Shares  will be  fully-paid  and
non-assessable.








Securities and Exchange Commission                                           -2-


     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Corporation's Form S-8 Registration Statement for the Shares and Rights.

                                            Very truly yours,


                                            /s/CARTER, LEDYARD & MILBURN



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