Exhibit 5.1


                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP


                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             www.troutmansanders.com
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3900

                                  April 5, 2004

AGCO Corporation
4205 River Green Parkway
Duluth, GA  30096

         RE: REGISTRATION STATEMENT ON FORM S-3 (REGISTRATION NO. 333-104352)

Ladies and Gentlemen:

         We have acted as counsel to AGCO Corporation, a Delaware corporation
(the "Company"), in connection with the preparation of the above referenced
Registration Statement, as amended (the "Registration Statement"), filed with
the Securities and Exchange Commission (the "Commission") on January 14, 2004,
under the Securities Act of 1933, as amended (the "Act"), relating to the
issuance and sale from time to time, pursuant to Rule 415 of the Act, of
$700,000,000 or the foreign equivalent thereof in maximum aggregate offering
price of (1) certain shares of the common stock of the Company (the "Common
Stock"), and (2) certain debt securities of the Company, as set forth in the
prospectus contained in the Registration Statement (the "Prospectus"). The
Company intends to issue and sell up to 14,720,000 shares (the "Shares") of the
Common Stock to the underwriters (the "Underwriters") named in Schedule I to the
Underwriting Agreement, dated April 1, 2004 (the "Underwriting Agreement"),
entered into by and among the Company and the Underwriters.

         In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of the Underwriting
Agreement, the Registration Statement, the Prospectus, the supplement to the
prospectus dated April 1, 2004, relating to the sale of the Shares (the
"Prospectus Supplement"), and such other documents, instruments, certificates
and records, and have reviewed such questions of law, as we have deemed
necessary or appropriate for purposes of this opinion. In such examination, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted as copies and the authenticity of the originals of
such latter documents. As to any facts material to our opinion, we have relied
upon the aforesaid documents, instruments, certificates and records and
inquiries of your representatives.

         Additionally, in rendering our opinion herein, we have assumed that any
and all transactions described in or contemplated by any of the aforementioned
documents have been or will be consummated consistent with the descriptions of
such transactions as set forth in the Prospectus and the Prospectus Supplement
and in accordance with the Underwriting Agreement.







         Our opinion is based on certain factual representations and assumptions
described herein. Any change occurring after the date hereof in, or a variation
from, any of the foregoing bases for our opinion could effect the conclusions
expressed below. Our opinion herein is limited to the federal laws of the United
States of America, the laws of the State of Georgia and the General Corporation
Law of the State of Delaware; however, we express no opinion as to the effect of
the laws of any other jurisdiction or as to the securities laws of any state
(including, without limitation, Georgia), municipal law or the laws of any local
agencies within any state (including, without limitation, Georgia).

         On the basis of the foregoing, we are of the opinion that, upon
issuance and delivery of the Shares against payment therefore as provided in the
Underwriting Agreement, the Shares will be validly issued, fully paid and
nonassessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, as originally filed or as subsequently amended, and to
the references to Troutman Sanders LLP under the caption "Legal Matters" in the
Prospectus. 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 Act or
the rules and regulations of the Commission thereunder.

         This opinion is expressly limited to the matters set forth above, and
we render no opinion, whether by implication or otherwise, beyond the matters
expressly stated herein. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that arise after the date of this
opinion and come to our attention, or any future changes in law.


                                            Very truly yours,

                                            /s/  Troutman Sanders LLP

                                            TROUTMAN SANDERS LLP



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