Exhibits 5 and 23(a)

                                   LETTERHEAD

                                     November 27, 2002

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


       Re:  Registration Statement on Form S-8 of Arrow Electronics, Inc.
            Relating to the Issuance of Shares of Common Stock Pursuant to the
            Arrow Electronics, Inc. Stock Option Plan and the Arrow Electronics,
            Inc. Restricted Stock Plan

Ladies and Gentlemen:

      We have acted as counsel to Arrow Electronics, Inc., a New York
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, (the "Act") relating to the offering of up
to 3,400,000 shares of the Company's Common Stock, par value $1.00 per share
(the "Shares"), including 2,600,000 shares of the Company's Common Stock, to be
issued pursuant to the provisions of the Arrow Electronics, Inc. Stock Option
Plan (the "Stock Option Plan") and 800,000 shares of the Company's Common Stock,
to be issued pursuant to the provisions of the Arrow Electronics, Inc.
Restricted Stock Plan (the "Restricted Stock Plan"), in each case as amended and
restated effective as of February 27, 2002. We have examined such records,
documents, statutes and decisions as we have deemed relevant in rendering this
opinion.

      We are of the opinion that when:

      (a)   the applicable provisions of the Act and of State securities or blue
            sky laws shall have been complied with;

      (b)   the Company's Board of Directors shall have duly authorized the
            issuance of the Shares; and

      (c)   the Shares shall have been duly issued and paid for in an amount not
            less than par value of $1.00 per share;

      the Shares will be legally issued, fully paid and non-assessable.

      We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such opinion, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Commission thereunder.

                                         Very truly yours,

                                         /s/ Milbank, Tweed, Hadley & McCloy LLP


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