

                                                     Exhibit 5

















                                                September 11, 1995








 The Stanley Works
 1000 Stanley Drive
 New Britain, Connecticut 06053

 Re:  The Stanley Works Stock Option Plan for Non-Employee Directors


 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  100,000  shares of its Common Stock,  $2.50
par value per share,  offered  under The  Stanley  Works  Stock  Option Plan for
Non-Employee  Directors  (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.








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


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