EXHIBIT 5.1

                            [ROPES & GRAY LETTERHEAD]

                                February 28, 2003

Hasbro, Inc.
1027 Newport Avenue
Pawtucket, Rhode Island 02862

Ladies and Gentlemen:

      This opinion is furnished to you in connection with a registration
statement on Form S-3 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of $220,000,000 in aggregate market value of
common stock ("Common Stock") of Hasbro, Inc. (the "Company"), $0.50 par value
per share, (the "Shares"), issuable upon the exercise of the put or call option
(the "Option") pursuant to the Warrant Amendment Agreement, dated as of January
30, 2003, by and among the Company, Lucasfilm Ltd. and Lucas Licensing Ltd (the
"Amendment").

      We have acted as counsel for the Company in connection with the
preparation and filing of the Registration Statement. For purposes of our
opinion, we have examined such documents and made such other investigation as we
have deemed appropriate to render the opinions set forth below. As to matters of
fact material to our opinions, we have relied, without independent verification,
on representations made in the Amendment and on certificates and other inquiries
of officers of the Company and of public officials.

      We express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than the Rhode Island
Business Corporation Act and the federal laws of the United States of America.

      Based upon the foregoing, we are of the opinion that the Shares, when
issued upon exercise of the Option in accordance with the Amendment, will be
validly issued and fully paid and nonassessable.

      We assume for purposes of the foregoing opinion that the number of Shares
issuable on exercise of the Option, together with the number of shares of Common
Stock outstanding or reserved at the time of issuance, will not exceed the
number of shares of Common Stock authorized by the Company's corporate charter
as in effect on the date of such issuance.

      We understand that this opinion is to be used in connection with the
Registration Statement. We hereby consent to the filing of this opinion as part
of the Registration Statement and to the use of our name therein and in the
related prospectus under the caption "Validity of Securities."

                                    Very truly yours,



                                    /s/ ROPES & GRAY