FLOWSERVE CORPORATION



                                 June 28, 2001



                             Flowserve Corporation



                      Registration Statement on Form S-3



Dear Ladies and Gentlemen:



          I am employed as the Vice President, Secretary and General Counsel

for Flowserve Corporation, a New York corporation (the "Company"). I own

64,035 shares of stock of the Company and hold options to purchase an

additional 69,740 shares at varying prices. I am delivering this opinion in

connection with the filing by the Company and Flowserve U.S. Inc., a Delaware

corporation, Flowserve International, Inc., a Delaware corporation, Flowserve

Holdings, Inc., a Delaware corporation, BW/IP-New Mexico, Inc., a Delaware

corporation, Ingersoll-Dresser Pump Company, a Delaware corporation, Flowserve

International L.L.C., a limited liability company organized under the laws of

Delaware, Flowserve Management Company, a Delaware corporation, CFMV.R. Tesco,

Inc., a Delaware corporation, Flowserve International Limited, a corporation

organized under the laws of the United Kingdom and Flowserve Finance B.V., a

corporation organized under the laws of the Netherlands (collectively, the

"Guarantors") with the Securities and Exchange Commission (the "Commission")

of a Registration Statement on Form S-3 (the "Registration Statement")

relating to (i) debt securities of the Company, which may be senior (the

"Senior Securities") or subordinated (the "Subordinated Securities" and,

collectively with the Senior Securities, the "Debt Securities"); (ii) shares

of preferred stock, $1.00 par value per share, of the Company (the "Preferred

Stock"); (iii) shares of common stock, $1.25 par value per share, of the

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