<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>ny507760.txt
<DESCRIPTION>EX. 5.1 - CT OPINION
<TEXT>
                                                                Exhibit 5.1




                                                           November 5, 2003


The Stanley Works
1000 Stanley Drive
New Britain, CT 06053

Ladies and Gentlemen:

         I am the General Counsel of The Stanley Works, a Connecticut
corporation (the "Company"). I refer to the Registration Statement on Form S-3
(the "Registration Statement"), to be filed by the Company with the Securities
and Exchange Commission (the "Commission") on November 5, 2003 under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to, among other things, the issuance and sale from time to time
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Act, of the following securities with an aggregate public offering price of up
to $900,000,000: (i) shares of common stock, par value $2.50 per share, of the
Company ("Common Stock"), (ii) shares of preferred stock, without par value, of
the Company (the "Preferred Stock") to be issued in one or more series, which
may also be issued in the form of depositary shares (the "Depositary Shares")
evidenced by depositary receipts pursuant to one or more deposit agreements
(each, a "Deposit Agreement") to be entered into between the Company and one or
more depositaries to be named, (iii) debt securities representing unsecured
obligations of the Company (the "Senior Debt Securities") to be issued pursuant
to a senior indenture, to be entered between the Company and JPMorgan Chase
Bank (the "Trustee") and subordinated debt securities ("Subordinated Debt
Securities" and, together with the Senior Debt Securities, the "Debt
Securities") to be issued pursuant to a subordinated indenture, to be entered
between the Company and the Trustee, (iv) warrants representing the right to
receive, upon exercise, Common Stock, Preferred Stock, Depositary Shares, Debt
Securities or securities of third parties or other rights, including rights to
receive payment in cash or securities based on the value, rate or price of one
or more specified commodities, currencies, securities or indices, or any
combination of the foregoing (collectively, the "Warrants"), which may be
issued pursuant to one or more warrant agreements (each, a "Warrant
Agreement"), proposed to be entered into with one or more warrant agents to be
named, (iv) the Company's stock purchase contracts obligating holders to
purchase Common Stock, Preferred Stock or Depositary Shares at a future date or
dates (the "Stock Purchase Contracts"), which may be issued pursuant to one or
more purchase contract agreements, (v) the Company's stock purchase units (the
"Stock Purchase Units"), each consisting of a Stock Purchase Contract and
either Debt Securities, Preferred Stock, Depositary Shares or debt obligations
of third parties, including U.S. Treasury securities, securing a holder's
obligation to purchase Common Stock, Preferred Stock or Depositary Shares under
the Stock Purchase Contracts, and (vi) such indeterminate number of shares of
Common Stock, Preferred Stock, Debt Securities or Depositary Shares as may be
issuable upon conversion, exchange, settlement or exercise of any Warrants,
Debt Securities, Preferred Stock, Depositary Shares, Stock Purchase Contracts
or Stock Purchase Units.

         This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement; (ii) the Restated Certificate of Incorporation of the Company, as
amended to date (the "Certificate of Incorporation"); (iii) the By-Laws of the
Company, as currently in effect (the "By-Laws"); (iv) a certified copy of
certain resolutions of the Board of Directors of the Company relating to the
issuance and sale of the Securities and related matters, (v) a specimen
certificate evidencing the Common Stock, (vi) the form of indenture relating to
the Senior Debt Securities to be executed by the Company and the Trustee and
filed as an exhibit to the Registration Statement, and (vii) the form of
indenture relating to the Subordinated Debt Securities to be executed by the
Company and the Trustee and filed as an exhibit to the Registration Statement.
I have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.

         In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In addition, I have assumed that
the terms of the Offered Preferred Stock (as defined below) will have been
established so as not to violate, conflict with or constitute a default under
(i) any agreement or instrument to which the Company or its respective property
is subject, (ii) any law, rule, or regulation to which the Company is subject,
(iii) any judicial or administrative order or decree of any governmental
authority or (iv) any consent, approval, license, authorization or validation
of, or filing, recording or registration with any governmental authority. I
have also assumed that (i) the stock certificates evidencing the Preferred
Stock to be issued will be in a form that complies with, and the terms of such
Preferred Stock will be duly established in accordance with, the Connecticut
Business Corporation Act, as amended (the "CBCA"), and (ii) the stock
certificate evidencing any Common Stock issued will conform to the specimen
certificate which I examined and will be duly executed and delivered.

         The opinions expressed herein are limited to the laws of the State of
Connecticut and I do not express any opinion herein concerning any other law.
The Senior Indenture and the Subordinated Indenture provide that they are
governed by the laws of the State of New York. To the extent that the opinion
expressed herein relates to matters governed by the laws of the State of New
York, I have relied, with their permission, as to all matters of New York law,
on the opinion of Skadden, Arps, Slate, Meagher & Flom LLP dated November 5,
2003, which is filed herewith as Exhibit 5.2 to the Registration Statement, and
my opinion is subject to the exceptions, qualifications and assumptions
contained in such opinion.

         Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, I am of the opinion that:

         1. Except as otherwise discussed in paragraph 3 below, with respect to
         the shares of Common Stock, when (i) the Registration Statement, as
         finally amended (including all necessary post-effective amendments),
         has become effective under the Act; (ii) an appropriate prospectus
         supplement with respect to the shares of Common Stock has been
         prepared, delivered and filed in compliance with the Act and the
         applicable rules and regulations thereunder; (iii) the issuance and
         sale of the shares of Common Stock have been duly established by all
         necessary corporate action in conformity with the Certificate of
         Incorporation and the By-Laws; (iv) if the shares of Common Stock are
         to be sold pursuant to a firm commitment underwritten offering, the
         underwriting agreement with respect to the shares of Common Stock has
         been duly authorized, executed and delivered by the Company and the
         other parties thereto; and (v) certificates representing the shares of
         Common Stock have been duly executed and delivered by the proper
         officers of the Company to the purchasers thereof against payment of
         the agreed-upon consideration therefor in the manner contemplated in
         the Registration Statement or any prospectus supplement or term sheet
         relating thereto, the shares of Common Stock, when issued and sold in
         accordance with the applicable underwriting agreement or any other
         duly authorized, executed and delivered applicable purchase agreement,
         will be duly authorized, legally issued, fully paid and nonassessable,
         provided that the consideration therefor is not less than the par
         value thereof. In rendering the opinion set forth in this paragraph 1,
         I have assumed that, at the time of issuance of any Common Stock, the
         Certificate of Incorporation, the By-Laws and the CBCA shall not have
         been amended so as to affect the validity of such issuance.

         2. Except as otherwise discussed in paragraph 4 below, with respect to
         the shares of any series of Preferred Stock (the "Offered Preferred
         Stock"), when (i) the Registration Statement, as finally amended
         (including all necessary post-effective amendments), has become
         effective under the Act; (ii) an appropriate prospectus supplement
         with respect to the shares of the Offered Preferred Stock has been
         prepared, delivered and filed in compliance with the Act and the
         applicable rules and regulations thereunder; (iii) the terms of the
         Offered Preferred Stock and of their issuance and sale have been duly
         established by all necessary corporate action in conformity with the
         Certificate of Incorporation, including the Certificate of Amendment
         related to the Offered Preferred Stock (the "Certificate of
         Amendment"), and the By-Laws; (iv) the filing of the Certificate of
         Amendment with the Secretary of State of the State of Connecticut has
         duly occurred; (v) if the Offered Preferred Stock is to be sold
         pursuant to a firm commitment underwritten offering, the underwriting
         agreement with respect to the shares of the Offered Preferred Stock
         has been duly authorized, executed and delivered by the Company and
         the other parties thereto; and (vi) certificates representing the
         shares of the Offered Preferred Stock have been duly executed and
         delivered by the proper officers of the Company to the purchasers
         thereof against payment of the agreed-upon consideration therefor in
         the manner contemplated in the Registration Statement or any
         prospectus supplement or term sheet relating thereto, any Offered
         Preferred Stock, when issued and sold in accordance with the
         applicable underwriting agreement or any other duly authorized,
         executed and delivered applicable purchase agreement, will be duly
         authorized, legally issued, fully paid and nonassessable. In rendering
         the opinion set forth in this paragraph 2, I have assumed that, at the
         time of issuance of any Offered Preferred Stock, the Certificate of
         Incorporation, the By-Laws and the CBCA shall not have been amended so
         as to affect the validity of such issuance.

         3. With respect to Common Stock issuable upon the conversion,
         exchange, exercise or settlement of any Preferred Stock, Debt
         Securities, Warrants, Depositary Shares, Stock Purchase Contracts or
         Stock Purchase Units (together, the "Convertible Securities"), which
         are by their terms convertible into or exchangeable, exercisable or
         can be settled for shares of Common Stock, the shares of Common Stock
         issuable upon conversion, exchange, exercise or settlement of the
         Convertible Securities will be duly authorized, legally issued, fully
         paid and nonassessable, assuming the issuance of the Common Stock upon
         conversion, exchange, exercise or settlement of the Convertible
         Securities has been authorized by all necessary corporate action, that
         the Convertible Securities have been converted, exchanged, exercised
         or settled in accordance with their terms and that the certificates
         evidencing such shares of Common Stock are duly executed and
         delivered. In rendering the opinion set forth in this paragraph 3, I
         have assumed that, at the time of issuance of any shares of Common
         Stock upon conversion, exchange, exercise or settlement of the
         Convertible Securities, the Certificate of Incorporation, the By-Laws
         and the CBCA shall not have been amended so as to affect the validity
         of such issuance.

         4. With respect to Preferred Stock issuable upon the conversion,
         exchange, exercise or settlement of any Convertible Securities, which
         are by their terms convertible into or exchangeable, exercisable or
         can be settled for shares of Preferred Stock, the shares of Preferred
         Stock issuable upon conversion, exchange, exercise or settlement of
         the Convertible Securities will be duly authorized, legally issued,
         fully paid and nonassessable, assuming the issuance of the Preferred
         Stock upon conversion, exchange, exercise or settlement of the
         Convertible Securities has been authorized by all necessary corporate
         action, that the Convertible Securities have been converted,
         exchanged, exercised or settled in accordance with their terms and
         that the certificates evidencing such shares of Preferred Stock are
         duly executed and delivered. In rendering the opinion set forth in
         this paragraph 4, I have assumed that, at the time of issuance of any
         shares of Preferred Stock upon conversion, exchange, exercise or
         settlement of the Convertible Securities, the Certificate of
         Incorporation, the By-Laws and the CBCA shall not have been amended so
         as to affect the validity of such issuance.

         5. With respect to the Depositary Shares, when (a) the Registration
         Statement becomes effective under the Securities Act, (b) the Deposit
         Agreement relating to the Depositary Shares has been duly authorized,
         executed and delivered and the Depositary Shares have been duly
         authorized by the Board of Directors of the Company, (c) the terms of
         the Depositary Shares and of their issuance and sale have been duly
         established in conformity with the Charter, the Bylaws and the Deposit
         Agreement, and provided that such terms, when established, do not
         violate any applicable law or result in a default under or breach of
         any agreement or instrument binding upon the Company and comply with
         any requirement or restriction imposed by any court or governmental
         body having jurisdiction over the Company, and (d) the Depositary
         Shares have been duly issued and sold as contemplated by the
         Registration Statement and consideration therefor has been received by
         the Company, or upon the conversion, exchange or exercise of any other
         Security in accordance with the terms of such Security or the
         instrument governing such Security providing for such conversion,
         exchange or exercise, the Depositary Shares will be duly authorized.

         6. With respect to the Debt Securities, when (a) the Registration
         Statement becomes effective under the Securities Act, (b) the
         Indenture relating to the Debt Securities has been duly authorized,
         executed and delivered and the Debt Securities have been duly
         authorized by the Board of Directors of the Company, (c) the terms of
         the Debt Securities and of their issuance have been duly established
         in conformity with the Charter, the Bylaws and the Indenture, and
         provided that such terms, when established, do not violate any
         applicable law or result in a default under or breach of any agreement
         or instrument binding upon the Company and comply with any requirement
         or restriction imposed by any court or governmental body having
         jurisdiction over the Company, and (d) the Debt Securities have been
         duly executed and countersigned in accordance with the Indenture and
         duly issued and sold as contemplated by the Registration Statement and
         consideration therefor has been received by the Company, or upon the
         conversion, exchange or exercise of any other Security in accordance
         with the terms of such Security or the instrument governing such
         Security providing for such conversion, exchange or exercise, the Debt
         Securities will be duly authorized.

         7. With respect to the Warrants, when (a) the Registration Statement
         has become effective under the Securities Act, (b) a Warrant Agreement
         relating to the Warrants has been duly authorized, executed and
         delivered and the Warrants and the securities of the Company into
         which the Warrants are exercisable have been duly authorized by the
         Board of Directors of the Company, (c) the terms of the Warrants and
         of their issuance and sale have been duly established in conformity
         with the Charter, the Bylaws and the Warrant Agreement, and provided
         that such terms, when established, do not violate any applicable law
         or result in a default under or breach of any agreement or instrument
         binding upon the Company and comply with any requirement or
         restriction imposed by any court or governmental body having
         jurisdiction over the Company, and (d) the Warrants have been duly
         executed and countersigned in accordance with the Warrant Agreement
         and duly issued and sold as contemplated by the Registration Statement
         and consideration therefor has been received by the Company, the
         Warrants will be duly authorized.

         8. With respect to the Stock Purchase Contracts when (a) the
         Registration Statement has become effective under the Securities Act,
         (b) a Stock Purchase Contract agreement relating to the Stock Purchase
         Contracts (the "Purchase Contract Agreement") has been duly
         authorized, executed and delivered and the Stock Purchase Contracts
         have been duly authorized by the Board of Directors of the Company,
         (c) the terms of the Stock Purchase Contracts and of their issuance
         and sale have been duly established in conformity with the Charter,
         the Bylaws and the Purchase Contract Agreement, and provided that such
         terms, when established, do not violate any applicable law or result
         in a default under or breach of any agreement or instrument binding
         upon the Company and comply with any requirement or restriction
         imposed by any court or governmental body having jurisdiction over the
         Company, and (d) the Stock Purchase Contracts have been duly executed
         and countersigned in accordance with the Purchase Contract Agreement
         and duly issued and sold as contemplated by the Registration Statement
         and consideration therefor has been received by the Company, the Stock
         Purchase Contracts will be duly authorized.

         9. With respect to the Stock Purchase Units when (a) the Registration
         Statement has become effective under the Securities Act, (b) the terms
         of the collateral arrangements, if any, relating to the Stock Purchase
         Units (the "Collateral Arrangements") has been duly authorized,
         executed and delivered and the Stock Purchase Units have been duly
         authorized by the Board of Directors of the Company, (c) the terms of
         the Stock Purchase Units and of their issuance and sale have been duly
         established in conformity with the Charter, the Bylaws and the
         Collateral Arrangements, if any, and provided that such terms, when
         established, do not violate any applicable law or result in a default
         under or breach of any agreement or instrument binding upon the
         Company and comply with any requirement or restriction imposed by any
         court or governmental body having jurisdiction over the Company, and
         (d) the Stock Purchase Units have been duly executed and countersigned
         in accordance with the Collateral Arrangements, if any, and duly
         issued and sold as contemplated by the Registration Statement and
         consideration therefor has been received by the Company, the Stock
         Purchase Units will be duly authorized.

         I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also hereby consent to the use of
my name under the heading "Legal Matters" in the prospectus which forms a part
of the Registration Statement. In giving this consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and I disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable law.


                                                        Very truly yours,

                                                        /s/ Bruce H. Beatt
                                                        -------------------
                                                        Bruce H. Beatt,
                                                        General Counsel




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