EXHIBIT 5.1

                                             October 1, 2003


CLARCOR Inc.
2323 Sixth Street
P.O. Box 7007
Rockford, Illinois 61125

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         I refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by CLARCOR Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the registration of up to 500,000
shares of Common Stock, $1.00 par value, of the Company (the "Common Stock"),
together with 500,000 Preferred Stock Purchase Rights of the Company (the
"Rights") associated therewith (collectively, the "Registered Securities"), to
be issued under the CLARCOR Inc. Employee Stock Purchase Plan, as amended (the
"Plan"). The terms of the Rights are set forth in the Stockholders Rights
Agreement dated as of March 28, 1996, as amended (the "Rights Agreement"),
between the Company and EquiServe Trust Company, N.A., as Rights Agent.

         I am the Vice President, General Counsel and Corporate Secretary of the
Company. In that capacity, I am familiar with the Second Restated Certificate of
Incorporation of the Company, the Bylaws of the Company, as amended, and the
resolutions adopted to date by the Board of Directors of the Company relating to
the Plan and the Registration Statement.

         I have examined originals, or copies of originals certified or
otherwise identified to my satisfaction, of such records of the Company and
other corporate documents, have examined such questions of law and have
satisfied myself as to such matters of fact as I have considered relevant and
necessary as a basis for the opinions set forth herein. I have assumed the
authenticity of all documents submitted to me as originals, the genuineness of
all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies thereof submitted to me for my
examination.

         Based on the foregoing, I am of the opinion that:

         1. The Company is duly incorporated and validly existing under the laws
of the State of Delaware.

         2. Shares of the Common Stock will be legally issued, fully paid and
non-assessable when (i) the Registration Statement becomes effective under the
Securities Act; (ii) the Company's Board of Directors or a duly authorized
committee thereof has duly adopted final resolutions authorizing the issuance
and sale of such shares as contemplated by the Plan and (iii) certificates
representing such shares have been duly executed, countersigned and registered
and duly delivered upon payment of the agreed consideration therefore in
accordance with the terms of the Plan.




         3. The Rights will be legally issued when (i) the Rights have been duly
issued in accordance with the terms of the Rights Agreement and (ii) the
associated shares of Common Stock have been duly issued and paid for as set
forth in paragraph 2.

         I do not find it necessary for the purposes of this opinion to cover,
and accordingly I express no opinion as to, the application of the securities or
blue sky laws of the various states to the issuance and sale of the Registered
Securities.

         This opinion is limited to the General Corporation Law of the State of
Delaware.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to all references to me included in or made a part of
the Registration Statement or related prospectus.

                                       Sincerely yours,
                                       /s/ David J. Boyd

                                       David J. Boyd
                                       Vice President and General Counsel
                                       CLARCOR Inc.