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EXHIBIT 5
Emerson Electric Co.
8000 W. Florissant
P.O. Box 4100
St. Louis, MO 63136-8506
December 22, 2000
Emerson Electric Co.
8000 West Florissant Avenue
P. O. Box 4100
St. Louis, MO 63136-8506
Ladies and Gentlemen:
I am Assistant General Counsel and Assistant Secretary of Emerson
Electric Co. (the "Company"), and in such capacity I am familiar with the
Registration Statement on Form S-3 to which this opinion is filed as an exhibit
(the "Registration Statement"), which registers under the Securities Act of
1933, as amended (the "Securities Act"), $1,529,893,000 aggregate principal
amount of Debt Securities of the Company (the "Securities") and also
constitutes, pursuant to Rule 429 under the Securities Act, Post-Effective
Amendment No. 2 to Registration Statement No. 333-84673, which previously
registered an additional $470,107,000 of the Securities.
I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as I deemed necessary for the purpose of the
opinion expressed herein.
On the basis of the foregoing, I am of the opinion that the Securities
to which the Registration Statement and such Post-Effective Amendment relate
have been validly authorized and, when issued and sold in accordance with the
Indenture and as contemplated in the Registration Statement, and duly
authenticated by the Trustee, will be legally issued, fully paid and
non-assessable and binding obligations of the Company, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
I consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/S/ Harley M. Smith
Harley M. Smith
