EXHIBIT 5

                                     [LOGO]

                                                               December 19, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549

Subject:     Hubbell Incorporated
          Amended and Restated Deferred Compensation Plan for Directors

Gentlemen:

     I am the Vice President and General Counsel of Hubbell Incorporated, a
Connecticut corporation (the "Company") and am familiar with its corporate
affairs and proceedings. I have advised the Company with respect to the Hubbell
Incorporated Amended and Restated Deferred Compensation Plan for Directors (the
"Plan") and the proposed issuance of 300,000 shares of Class B Common Stock, par
value $.01 per share, of the Company (the "Shares"), upon distribution of such
shares pursuant to the Plan, all as described in the Registration Statement on
Form S-8 (the "Registration Statement"), dated December 19, 2002, being filed by
the Company under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission.

     I have examined the Registration Statement and the Plan. In addition, I
have examined the originals, or copies certified or otherwise identified to my
satisfaction, of such corporate records of the Company, certificates of public
officials, and other documents as I have deemed necessary as a basis for my
opinion hereafter expressed.

     Based on the foregoing, it is my opinion that the Shares have been duly and
validly authorized and will be, when issued in accordance with the terms of the
Plan, legally issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and to the reference to me under the caption "Item 5.
Interests of Named Experts and Counsel" in the Registration Statement.

                               Very truly yours,

                                          HUBBELL INCORPORATED

                                               By: /s/ RICHARD W. DAVIES
                                               ---------------------------------
                                               Richard W. Davies
                                                   Vice President, General
                                                   Counsel
                                               and Secretary