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EXHIBIT 5.1
[BARNES GROUP INC. LETTERHEAD]
July 14, 2000
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Ladies and Gentlemen:
I am the Senior Vice President, General Counsel and
Secretary of Barnes Group Inc., a Delaware corporation (the
"Company"), and I have acted as legal counsel to the Company in
connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration
Statement"), relating to 2,500,000 shares (the "Shares") of the
Company's common stock, par value $.01 per share (the "Common
Stock"), issuable under the Barnes Group Inc. Employee Stock and
Ownership Program (the "Plan").
In my capacity as General Counsel and Secretary of the
Company, I have examined and am familiar with (i) the
Registration Statement; (ii) the Plan; (iii) the Restated
Certificate of Incorporation and By-Laws of the Company, each as
amended to date; (iv) certain resolutions adopted by the Board of
Directors of the Company relating to the issuance of the Shares
pursuant to the Plan and certain related matters; and (v) such
agreements, certificates of public officials, certificates of
officers or representatives of the Company and others and such
other documents, certificates and records as I have deemed
necessary or appropriate as a basis for the opinions set forth
herein. In such examination, I have assumed the genuineness of
all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me
as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to
any facts material to the opinion expressed herein that I have
not independently established or verified, I have relied upon
statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing, I am of the
opinion that the Shares have been duly authorized for issuance
and, when the Shares have been paid for and certificates therefor
have been issued and delivered in accordance with the terms of
the Plan, the Shares will be legally issued, fully paid and
nonassessable.
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I consent to the filing of this opinion as an exhibit
to the Registration Statement but do not thereby admit that I
come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the
Rules and Regulations of the Securities and Exchange Commission
thereunder.
I am furnishing this opinion in connection with the
filing of the Registration Statement, and it may not be used,
circulated, quoted or otherwise referred to for any other purpose
or relied upon by any other person without my express written
consent.
Very truly yours,
/s/ Signe S. Gates
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Signe S. Gates
SSG/ekt
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