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EXHIBIT 5.1
THE STANLEY WORKS
1000 Stanley Drive
New Britain, Connecticut 06053
July 28, 2000
The Stanley Works
1000 Stanley Drive
New Britain, CT 06053
Ladies and Gentlemen:
I am the Vice President, General Counsel and Secretary of The Stanley
Works, a Connecticut corporation (the "Corporation"), and have assisted the
Corporation in connection with the filing by the Corporation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the
registration of 4,981,000 shares of the Corporation's Common Stock, par value
$2.50 per share relating to the Corporation's 1997 Long Term Incentive Plan (the
"1997 Plan"), the Corporation's Supplemental Retirement and Account Value Plan
for Salaried Employees (the "Supplemental Plan"), the Agreement, dated June 19,
1998, between the Corporation and Stef Kranendijk (the "Kranendijk Agreement")
and options granted by the Board of Directors of the Corporation to Larry
Porcellato and John Marsland on March 24, 1999 and to Hans-Gerd Fuechtenkort on
May 19, 1999 (together with the 1997 Plan, the Supplemental Plan and the
Kranendijk Agreement, the "Plans").
I have examined the originals, or copies certified or otherwise identified
to my satisfaction, of the Plans and such other corporate records, documents,
certificates or other instruments as in my judgment are necessary or appropriate
to enable me to render the opinion set forth below. In rendering such opinion, I
have assumed that grants of Common Stock subject to restrictions on
transferability pursuant to the Plans will be made only for past services to the
Corporation having an aggregate value not less than the aggregate par value of
the Common Stock so granted.
Based on the foregoing, I am of the opinion that authorized but not
previously issued shares of Common Stock which may be issued under the Plans
have been duly authorized and when issued in accordance with the terms of the
Plans will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Corporation's Registration Statement. In giving such consent, I do not thereby
admit that I am within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933 or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Jennifer O. Estabrook
Jennifer O. Estabrook
Vice President, General Counsel and Secretary
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