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                                                                     EXHIBIT 5.1

                                      February 13, 2001

Arrow Electronics, Inc.
25 Hub Drive
Melville, NY 11747

Ladies and Gentlemen:


            We have acted as counsel to Arrow Electronics, Inc., a New York
corporation (the "Company), in connection with its filing of a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, for the
purpose of registering the following securities to be offered from time to time
by the Company on the terms to be determined at the time of the offering: (i)
common Stock, par value $1.00, of the Company (the "Common Stock"); (ii)
preferred stock of the Company (the "Preferred Stock"); (iii) senior and
subordinated debt securities of the Company (collectively; the "Debt
Securities"); and (iv) warrants to purchase Common Stock, Preferred Stock and
Debt Securities (collectively, the "Warrants").


            We have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for the purposes of this opinion.

            On the basis of such examination, we are of the opinion that, when
the Registration Statement, as it may be amended, has become effective under the
Securities Act and any applicable state securities or Blue Sky laws have been
complied with:

            1. The Common Stock, when duly authorized, will be validly issued,
fully paid, and nonassessable at such time as: (i) the terms of the issuance and
sale of the Common Stock have been duly authorized by appropriate action of the
Company and (ii) the Common Stock has been duly issued and sold as contemplated
by the Registration Statement and any prospectus supplement relating thereto.
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            2. The Preferred Stock, when duly authorized, will be validly
issued, fully paid, and nonassessable at such time as: (i) the terms of the
issuance and sale of the Preferred Stock have been duly authorized by
appropriate action of the Company and (ii) the Preferred Stock has been duly
issued and sold as contemplated by the Registration Statement and any prospectus
supplement relating thereto.

            3. The Debt Securities will be valid and legally binding obligations
of the Company, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles at such time as:
(i) the terms of the Debt Securities and of their issuance and sale have been
approved by appropriate action of the Company; (ii) the Debt Securities have
been duly executed, authenticated and delivered in accordance with the
applicable indenture or supplemental indenture; and (iii) the Debt Securities
have been duly issued and sold as contemplated by the Registration Statement and
any prospectus supplement relating thereto and the applicable indenture or
supplemental indenture.

            4. The Warrants, when duly authorized, will be valid and legally
binding obligations of the Company, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles at such time as: (i) the terms of the Warrants and of their issuance
and sale have been approved by appropriate action of the Company and the
applicable warrant agent; and (ii) the Warrants have been duly executed,
authenticated and delivered in accordance with the applicable warrant agreement.

            We hereby consent to the reference to us under the heading "Validity
of Securities" in the prospectus constituting a part of the Registration
Statement and to the filing of this opinion as Exhibit 5.1 to the Registration
Statement. By giving this consent, we do not admit that we are within the
category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended and the rules and regulations promulgated thereunder.

                                        Very truly yours,


                                        /s/ Milbank, Tweed, Hadley & McCloy LLP
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DBB/HSK


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