EXHIBIT 5

                                 April 25, 2001

Stanley Furniture Company, Inc.
1641 Fairystone Park Highway
Stanleytown, Virginia 24168

Gentlemen:

         You propose to file as soon as possible with the Securities and
Exchange Commission a registration statement on Form S-8 (the "Registration
Statement") relating to the Stanley Furniture Company, Inc. Scheffer Option
Grant (the "Plan"). The Registration Statement covers l00,000 shares of Common
Stock which have been reserved for issuance under the Plan.

         We are of the opinion that the 100,000 shares of Common Stock which are
authorized for issuance under the Plan, when issued or sold in accordance with
the terms and provisions of the Plan, will be duly authorized, legally issued,
fully paid and nonassessable.

         We consent to the use of this opinion as Exhibit 5 to the Registration
Statement.

                                            Very truly yours,



                                            s/McGuireWoods LLP