EXHIBIT 5
September 8, 2000
Stanley Furniture Company, Inc.
1641 Fairystone Park Highway
Stanleytown, Virginia 24168
Gentlemen:
You propose to file as soon as possible with the Securities and
Exchange Commission a registration statement on Form S-8 (the "Registration
Statement") relating to the Stanley Furniture Company, Inc. 2000 Incentive
Compensation Plan (the "Plan"). The Registration Statement covers l,000,000
shares of Common Stock which have been reserved for issuance under the Plan.
We are of the opinion that the 1,000,000 shares of Common Stock which
are authorized for issuance under the Plan, when issued or sold in accordance
with the terms and provisions of the Plan, will be duly authorized, legally
issued, fully paid and nonassessable.
We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.
Very truly yours,
/s/ McGuireWoods LLP
