Exhibit 5.1 [LETTERHEAD OF SHUMAKER, LOOP & KENDRICK, LLP] December 19, 1996 Sun Hydraulics Corporation 1500 West University Parkway Sarasota, Florida 34243-2290 Attention: Clyde G. Nixon, President Re: SECURITIES AND EXCHANGE COMMISSION REGISTRATION STATEMENT ON FORM S-1 2,300,000 SHARES OF COMMON STOCK, $.001 PAR VALUE Gentlemen: We are legal counsel to Sun Hydraulics Corporation, a Florida corporation (the "Company"), and have acted as such in the preparation and filing of its Registration Statement on Form S-1 (Registration No. 333-14183) with the Securities and Exchange Commission (the "SEC") pursuant to the requirements of the Securities Act of 1933, as amended, and the General Rules and Regulations of the SEC promulgated thereunder for the registration and sale by the Company of up to 2,300,000 shares (the "Shares") of the common stock, par value $.001 per share, of the Company. In connection with the following opinion, we have examined and have relied upon such documents, records, certificates, statements and instruments as we have deemed necessary and appropriate to render the opinion herein set forth. Based upon the foregoing, it is our opinion that the Shares, when and if issued and sold in the manner set forth in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. The undersigned hereby consents to (i) filing this opinion as Exhibit 5.1 to the Registration Statement and (ii) using Sun Hydraulics Corporation December 19, 1996 Page 2 its name in the Registration Statement under the following caption of the Prospectus: "LEGAL MATTERS." Very truly yours, SHUMAKER, LOOP & KENDRICK, LLP /s/ Gregory C. Yadley