


                                                     Exhibit 5 




<PAGE>








                                                September 11, 1995 








 The Stanley Works 
 1000 Stanley Drive 
 New Britain, Connecticut 06053 

 Re:  The Stanley Works Employee Stock Purchase Plan 


 Ladies and Gentlemen: 

     This firm has acted as special counsel for The Stanley Works, a Connecticut
corporation  ("Stanley"),  and in that  capacity,  we have examined from time to
time  such  documents,  corporate  records  and other  instruments  as we deemed
necessary or appropriate  to allow us to render the opinion which follows.  More
particularly,  we are familiar with (i) the Registration  Statement on Form S-8,
which Stanley is filing to register  3,000,000 shares of its Common Stock, $2.50
par value per share,  offered under The Stanley Works  Employee  Stock  Purchase
Plan (the "Plan") under the  Securities  Act of 1933,  as amended,  and (ii) the
Rights  Agreement  Amendment  dated  February 26, 1986, as amended by the Rights
Agreement Amendment dated December 16, 1987, Rights Agreement Amendment No. 2 to
the Rights  Agreement  dated July 20, 1990,  Rights  Agreement  Amendment No. 3,
dated October 24, 1991 and Agreement concerning  Appointment of Successor Rights
Agent,  dated as of August  21,  1995 which  provides  for the  issuance  of one
depositary  stock purchase  right (a "Stock  Purchase  Right")  attached to each
share of Stanley's Common Stock.

     On the basis of our  examination,  we are of the opinion that,  when issued
and sold in  accordance  with the terms of the  Plan,  the  shares  of  original
issuance  Common  Stock to which such  Registration  Statement  relates  will be
legally  issued,  fully paid and  nonassessable  and that the  associated  Stock
Purchase Rights will then be legally issued.



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The Stanley Works 
September 11, 1995 
Page 2.



     This  opinion  may be  relied  upon  by  Stanley  in  connection  with  the
above-referenced  transactions  but may not be relied  upon in any manner by any
other person or entity without our prior written consent.

          We hereby consent to the use of this opinion as an exhibit to
 the Registration Statement referred to above. 

                                                     Very truly yours, 

                                                     TYLER COOPER & ALCORN 



                                                     By Veronica M.Fallon       
                                                        Veronica M. Fallon, 
                                                        a Partner 

 /rmc 

