Exhibit 5


                                 October 5, 2001


Carlisle Companies Incorporated
13925 Ballantyne Corporate Place
Suite 400
Charlotte, North Carolina  28277

Gentlemen:

         I have acted as counsel to Carlisle Companies Incorporated, a Delaware
Corporation (the "Company") in connection with the Company's Registration
Statement on Form S-3 (the "Registration Statement") being filed with the
Securities and Exchange Commission, relating to $350,000,000 (or the equivalent
thereof in foreign currencies or currency units) aggregate principal amount of
its unsecured debt securities consisting of debentures, notes or other unsecured
evidences of indebtedness in amounts, at prices and on terms to be determined at
the time of the offering which may be either senior or subordinated (the "Debt
Securities") of the Company. The issuance and terms of the Debt Securities to be
offered and sold by the Company are to be authorized and approved and the manner
of sale is to be determined in additional proceedings proposed to be taken by
the Company's Board of Directors or as delegated by the Board of Directors. I am
rendering this opinion in my capacity as an officer of the Company and not in my
individual capacity.

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Restated
Certificate of Incorporation and By-Laws of the Company, as amended to date,
(ii) the Registration Statement, (iii) the applicable resolutions of the Board
of Directors of the Company, (iv) Indenture (the "Indenture") between the
Company and State Street Bank and Trust Company (successor in interest to Fleet
National Bank) as trustee (the "Trustee"), (v) the Statement of Eligibility on
Form T-1 under the Trust Indenture Act of 1939 ("Trust Indenture Act"), to be
filed with the Commission, and (vi) such other documents, records and
instruments as I have deemed necessary or appropriate for the purpose of this
opinion. In such examination, I have assumed the genuiness of all signatures,
the legal capacity of all natural persons, and the authenticity of all documents
submitted to me as conformed or photostatic copies. As to any facts material to
this opinion that I did not independently establish or verify, I have relied
upon statements and representations of officers and other representatives of the
Company and others.


         I am admitted to the Bar of the State of New York and express no
opinion as to the laws of any other jurisdiction other than the General
Corporation Law of the State of Delaware.

         Based upon and subject to the foregoing, I am of the opinion that, upon
the taking of appropriate further corporate action by the Company and the due
execution and delivery of the Debt Securities on behalf of the Company, the Debt
Securities will be duly and validly authorized and, when duly authenticated by
the Trustee in accordance with the Indenture and delivered to and duly paid for
by the purchasers thereof in accordance with the terms set forth in the
Prospectus constituting a part of the Registration Statement and the supplement
or supplements to such Prospectus, the Debt Securities will be legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
enforcement of creditors' rights generally and except as enforcement thereof is
subject to general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law).

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to me under the caption "Legal Matters"
in the Registration Statement. In giving such consent, I do not thereby admit
that I come within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission
promulgated thereunder.

                                                     Very truly yours,


                                                     /s/ Steven J. Ford


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