<PAGE> 1
EXHIBIT 5.1
Opinion of Milbank, Tweed, Hadley & McCloy LLP
June 5, 2000
Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747
Ladies and Gentlemen:
We have examined the registration statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about June 6, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933 of 775,000 shares of your common stock, par value $1.00
per share (the "Shares"), to be offered and sold from time to time by the
selling shareholder identified in the Registration Statement.
Based on these examinations, it is our opinion that upon the completion of
the proceedings being taken, or which we, as your counsel, contemplate will be
taken prior to the sale of the Shares, the Shares will be legally and validly
issued, fully paid and non-assessable.
The foregoing opinion is limited to matters involving the General
Corporation Law of the State of New York, and we do not express any opinion as
to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to the name of our firm therein,
without thereby admitting that we are "experts" under the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange
Commission thereunder for the purposes of any part of the Registration
Statement.
Very truly yours,
/s/ Milbank, Tweed, Hadley & McCloy LLP
HSK/MLW
