Exhibit 5.1


May 17, 2002


Terex Corporation
500 Post Road East
Westport, CT  06880

         RE:      Registration Statement on Form S-8

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Terex Corporation,
a Delaware corporation (the "Company"), and am rendering this opinion in
connection with the Company's filing of a Registration Statement on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, to
register 1,500,000 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), issuable under the Company's 2000 Incentive Plan
(the "Plan").

I am admitted to the practice of law in the State of New York and I express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware.

In connection with the foregoing, I have examined, among other things, the
Registration Statement, the Plan, and originals or copies, satisfactory to me,
of all such corporate records and of all such agreements, certificates and other
documents as I have deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals,
the conformity with the original documents of documents submitted to me as
certified or photostatic copies and the authenticity of the originals of such
copies. As to various facts material to such opinion, I have, to the extent
relevant facts were not independently established by me, relied on certificates
of public officials and certificates and oaths and declarations of officers or
other representatives of the Company.

Based upon and subject to the foregoing, I am of the opinion that the 1,500,000
shares of the Company's Common Stock being registered pursuant to the
Registration Statement, when issued pursuant to the provisions of the Plan and
upon payment of the purchase price therefor, will be duly authorized, validly
issued, fully paid and non-assessable.

I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the use of my name in such Registration Statement
as counsel who has passed upon the legality of the Common Stock, including any
amendment thereto.

Respectfully,

/s/ Eric I Cohen
Eric I Cohen
Senior Vice President, General Counsel and Secretary