[LETTERHEAD OF SONNENSCHEIN NATH & ROSENTHAL]



                                 April 18, 2003


The Stanley Works
1000 Stanley Drive
New Britain, Connecticut 06053

Ladies and Gentlemen:

         We have been requested by The Stanley Works (the "Company"), a
Connecticut corporation, to furnish our opinion in connection with the
preparation of the Company's registration statement on Form S-4 (the
"Registration Statement"), filed concurrently herewith, with respect to the
registration of (i) $150,000,000 aggregate principal amount of 3 1/2% Notes due
2007 (the "Exchange Notes due 2007") to be offered in exchange (the "Exchange
Notes due 2007 Exchange Offer") for presently outstanding $150,000,000 aggregate
principal amount of 3 1/2% Notes due 2007 (the "Original Notes due 2007") and
(ii) $200,000,000 aggregate principal amount of 4 9/10% Notes due 2012 (the
"Exchange Notes due 2012" and, collectively with the Exchange Notes due 2007,
the "Exchange Notes") to be offered in exchange (the "Exchange Notes due 2012
Exchange Offer" and, collectively with the Exchange Notes due 2007 Exchange
Offer, the "Exchange Offer") for presently outstanding $200,000,000 aggregate
principal amount of 4 9/10% Notes due 2012 (the "Original Notes due 2012" and,
collectively with the Original Notes due 2007, the "Original Notes").

         We have made such examination as we have deemed necessary for the
purpose of this opinion. Based upon the terms of the Exchange Offer, the
Original Notes and the Exchange Notes, which are set forth in the Registration
Statement, it is our opinion that the summary set forth under the heading
"United States Federal Tax Considerations" in the Registration Statement
accurately describes, in all material respects, the material United States
federal income tax consequences of the Exchange Offer to the holders of the
Original Notes that may be relevant with respect to the exchange of Original
Notes for Exchange Notes, but does not purport to discuss all United States
federal income tax consequences that may be relevant to a particular holder of
Original Notes in light of such holder's particular circumstances.

         The foregoing opinion is based upon current provisions of the Internal
Revenue Code of 1986, as amended, the Treasury Regulations promulgated
thereunder, published pronouncements of the Internal Revenue Service, and case
law, any of which may change at any time with retroactive effect. We undertake
no obligation to update this opinion in respect of any such changes.

         The opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purposes or
relied upon or furnished to any other person without our prior written consent.







The Stanley Works
April 18, 2003
Page 2



         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption "Legal
Matters" in the prospectus included in the Registration Statement.

                                             Very truly yours,

                                             /s/ SONNENSCHEIN NATH & ROSENTHAL
                                             ---------------------------------
                                             SONNENSCHEIN NATH & ROSENTHAL