EXHIBIT 8.2

                                ERNST & YOUNG LLP

                                  May 24, 2002

The Stanley Works, Ltd.
1000 Stanley Drive
New Britain, Connecticut 06053

Ladies and Gentlemen:

         We have acted as tax counsel to The Stanley Works, Ltd., a Bermuda
Corporation ("Stanley Bermuda") and The Stanley Works, a Connecticut
Corporation ("Stanley Connecticut"), in connection with the Reorganization, as
defined and described in the registration statement on Form S-4 (the
"Registration Statement") filed with the Securities And Exchange Commission
under the Securities Act of 1933 on May 24, 2002, (the "Registration
Statement"). For purposes of this opinion, the Reorganization includes the
merger (the "Merger") of Stanley Mergerco, Inc., a Connecticut corporation to be
formed as an indirect wholly owned subsidiary of Stanley Bermuda prior to the
Merger ("Merger Sub"), with and into Stanley Connecticut, under the terms of
that certain Agreement and Plan of Merger between Stanley Bermuda and Stanley
Connecticut (the "Merger Agreement" and together with the Registration
Statement the "Reorganization Documents"). You have asked for our opinion
regarding the material U.S. federal income consequences of the Reorganization
to the shareholders of Stanley Connecticut. Capitalized terms used but not
otherwise defined herein shall have the meaning ascribed thereto in the
Reorganization Documents.

         In rendering our opinion we have examined the Reorganization Documents
and such other documents and records as we have deemed reasonable or appropriate
in order for us to render our opinion. We have also relied (without any
independent investigation or review) upon factual representations set forth in a
letter from Stanley Bermuda. Our opinion cannot be relied upon if any of the
representations made to us or any of the other facts as we understand them are,
or later become, inaccurate.

         In addition, for purposes of our opinion we have assumed (i) the
validity and accuracy of the documents and corporate records that we have
examined and the facts and representations concerning the Reorganization that
have come to our attention during our engagement, (ii) the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents, and (iii) that the
Reorganization will be consummated as described in and in accordance with the
terms of the Reorganization Documents and that none of the terms and conditions
contained therein will have been waived or modified in any respect prior to the
effective date of the Merger. Our opinion is conditioned upon, among other
things,



the initial and continuing truth, accuracy, and completeness of the items
described above on which we are relying.

         Subject to the limitations, qualifications, exceptions and assumptions
set forth herein and in the discussion in the Registration Statement, it is our
opinion that the summary of U.S. federal income tax consequences set forth in
the Registration Statement under the heading "Income Tax Consequences of the
Reorganization-U.S. Federal Income Tax Consequences to Shareholders" sets forth
the material U.S. federal income tax consequences of the Reorganization to the
shareholders of Stanley Connecticut.

         This opinion is based upon an analysis and interpretation of current
U.S. federal income tax laws, including an analysis of existing statutory and
regulatory provisions as interpreted by the courts as of the date of this
opinion. These laws are subject to change and any such changes may be effective
retroactively and may cause the U.S. federal income tax treatment of the issue
described herein to be different than the treatment described herein. We assume
no responsibility for keeping you apprised of any developments in applicable law
occurring subsequent to the date of this opinion.

         This opinion addresses only the matters expressly set forth in this
letter, and no other opinion is to be implied or inferred including, without
limitation, any opinion regarding the U.S. federal, state, local or foreign tax
consequences of the Reorganization. Our opinion represents only our
interpretation of the law and has no binding, legal effect upon the Internal
Revenue Service (the "Service"), any state revenue authority or any courts.
Thus, we can give no assurance that the Service and/or applicable state revenue
authorities will not take positions in conflict with the opinion expressed
herein, which positions of the Service and/or such state authorities might
ultimately be sustained by the courts.

         This letter is furnished to you for use in connection with the
Reorganization, and is not to be used, circulated, quoted, or otherwise referred
to for any other purpose without our express written permission. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the letter to shareholders and under the
captions "Questions and Answers About The Reorganization--Will Stanley
Connecticut Shareholders Be Taxed as a Result of the Reorganization?", "Risk
Factors--Certain Stanley Connecticut Shareholders Will Recognize a Taxable Gain
as a Result of Exchanging their Stanley Connecticut Common Stock for Stanley
Bermuda Common Shares in the Reorganization", "Income Tax Consequences of the
Reorganization--U.S. Federal Income Tax Consequences to Shareholders", and
"Legal Matters" in the Registration Statement. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the SEC thereunder.

                                   Sincerely,



                                   Ernst & Young LLP