EXHIBIT 5




                          CARTER LEDYARD & MILBURN LLP
                                COUNSELORS AT LAW
                                  2 WALL STREET
                            NEW YORK, N.Y. 10005-2072
                                   -----------

                                 (212) 732-3200
                               FAX: (212) 732-3232



                                 April 16, 2003

Pall Corporation
2200 Northern Boulevard
East Hills, New York  11548

                  Re:   Pall Corporation
                        Registration Statement on Form S-3
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Ladies and Gentlemen:

         We have acted as counsel for Pall Corporation, a New York corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended (the "Act"), by a registration statement on Form S-3 (the
"Registration Statement"), of the offering and sale from time to time of up to
210,000 shares (the "Shares") of the Company's common stock, par value $.10 per
share, by the trustee under the Pall Corporation Cash Balance Pension Plan and
the Pall Trinity Micro Pension Plan for Hourly-Rated Factory Employees.

         We have examined originals or copies certified or otherwise identified
to our satisfaction of such corporate records, certificates and other documents
and such questions of law as we have considered necessary or appropriate for the
purposes of this opinion.

         Upon the basis of such examination, we are of the opinion that the
Shares have been legally issued and are fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference of us under the heading "Legal
Matters" in the prospectus contained therein.

                                            Very truly yours,

                                            /s/Carter Ledyard & Milburn LLP
SVB/lrh