Exhibit 5.3
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                                                      July 28, 2004


The Stanley Works
1000 Stanley Drive
New Britain, CT 06053

Ladies and Gentlemen:

         I am the General Counsel of The Stanley Works, a Connecticut
corporation (the "Company"). I refer to the Registration Statement on Form
S-3 (Registration No. 333-117607) (the "Registration Statement"), to be
filed by the Company with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement relates to, among other things, the issuance and sale
from time to time pursuant to Rule 415 of the General Rules and Regulations
promulgated under the Act, of the following securities with an aggregate
public offering price of up to $900,000,000: (i) shares of common stock, par
value $2.50 per share, of the Company ("Common Stock"), (ii) shares of
preferred stock, without par value, of the Company (the "Preferred Stock")
to be issued in one or more series, which may also be issued in the form of
depositary shares (the "Depositary Shares") evidenced by depositary receipts
pursuant to one or more deposit agreements (each, a "Deposit Agreement") to
be entered into between the Company and one or more depositaries to be
named, (iii) debt securities representing unsecured obligations of the
Company (the "Senior Debt Securities") to be issued pursuant to a senior
indenture, to be entered between the Company and JPMorgan Chase Bank (the
"Trustee") and subordinated debt securities ("Subordinated Debt Securities"
and, together with the Senior Debt Securities, the "Debt Securities") to be
issued pursuant to a subordinated indenture, to be entered between the
Company and the Trustee, (iv) warrants representing the right to receive,
upon exercise, Common Stock, Preferred Stock, Depositary Shares, Debt
Securities or securities of third parties or other rights, including rights
to receive payment in cash or securities based on the value, rate or price
of one or more specified commodities, currencies, securities or indices, or
any combination of the foregoing (collectively, the "Warrants"), which may
be issued pursuant to one or more warrant agreements (each, a "Warrant
Agreement"), proposed to be entered into with one or more warrant agents to
be named, (iv) the Company's stock purchase contracts obligating holders to
purchase Common Stock, Preferred Stock or Depositary Shares at a future date
or dates (the "Stock Purchase Contracts"), which may be issued pursuant to
one or more purchase contract agreements, (v) the Company's stock purchase
units (the "Stock Purchase Units"), each consisting of a Stock Purchase
Contract and either Debt Securities, Preferred Stock, Depositary Shares or
debt obligations of third parties, including U.S. Treasury securities,
securing a holder's obligation to purchase Common Stock, Preferred





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July 28, 2004
Page 2



Stock or Depositary Shares under the Stock Purchase Contracts, and (vi) such
indeterminate number of shares of Common Stock, Preferred Stock, Debt
Securities or Depositary Shares as may be issuable upon conversion,
exchange, settlement or exercise of any Warrants, Debt Securities, Preferred
Stock, Depositary Shares, Stock Purchase Contracts or Stock Purchase Units.

         This opinion is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement; (ii) the Restated Certificate of Incorporation of the Company, as
amended to date (the "Certificate of Incorporation"); (iii) the By-Laws of the
Company, as currently in effect (the "By-Laws"); (iv) a certified copy of
certain resolutions of the Board of Directors of the Company relating to the
issuance and sale of the Securities and related matters, (v) a specimen
certificate evidencing the Common Stock, (vi) the form of indenture relating
to the Senior Debt Securities to be executed by the Company and the Trustee
and filed as an exhibit to the Registration Statement, and (vii) the form of
indenture relating to the Subordinated Debt Securities to be executed by the
Company and the Trustee and filed as an exhibit to the Registration Statement.
I have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.

         In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In addition, I have assumed that
the terms of the Offered Preferred Stock (as defined below) will have been
established so as not to violate, conflict with or constitute a default under
(i) any agreement or instrument to which the Company or its respective
property is subject, (ii) any law, rule, or regulation to which the Company is
subject, (iii) any judicial or administrative order or decree of any
governmental authority or (iv) any consent, approval, license, authorization
or validation of, or filing, recording or registration with any governmental
authority. I have also assumed that (i) the stock certificates evidencing the
Preferred Stock to be issued will be in a form that complies with, and the
terms of such Preferred Stock will be duly established in accordance with, the
Connecticut Business Corporation Act, as amended (the "CBCA"), (ii) the stock
certificate evidencing any Common Stock issued will conform to the specimen
certificate which I examined and will be duly executed and delivered and (iii)
the terms and conditions of the Rights Agreement (the "Rights Agreement"),
dated as of January 31, 1996 between the Company and State Street Bank and
Trust Company, as Rights Agent, as in effect on the date hereof, are in effect
on the date of any issuance of Common Stock pursuant to the Registration
Statement.




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July 28, 2004
Page 3



         The opinions expressed herein are limited to the laws of the State of
Connecticut and I do not express any opinion herein concerning any other law.

         Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, I am of the opinion that:

         1. Except as otherwise discussed in paragraph 2 below, with respect
         to the shares of Common Stock, when (i) the Registration Statement,
         as finally amended (including all necessary post-effective
         amendments), has become effective under the Act; (ii) an
         appropriate prospectus supplement with respect to the shares of
         Common Stock has been prepared, delivered and filed in compliance
         with the Act and the applicable rules and regulations thereunder;
         (iii) the issuance and sale of the shares of Common Stock have been
         duly established by all necessary corporate action in conformity
         with the Certificate of Incorporation and the By-Laws; (iv) if the
         shares of Common Stock are to be sold pursuant to a firm commitment
         underwritten offering, the underwriting agreement with respect to
         the shares of Common Stock has been duly authorized, executed and
         delivered by the Company and the other parties thereto; and (v)
         certificates representing the shares of Common Stock have been duly
         executed and delivered by the proper officers of the Company to the
         purchasers thereof against payment of the agreed-upon consideration
         therefor in the manner contemplated in the Registration Statement
         or any prospectus supplement or term sheet relating thereto, the
         shares of Common Stock, including accompanying depositary preferred
         stock purchase rights issued pursuant to the terms and conditions
         of the Rights Agreement, when issued and sold in accordance with
         the applicable underwriting agreement or any other duly authorized,
         executed and delivered applicable purchase agreement, will be duly
         authorized, legally issued, fully paid and nonassessable, provided
         that the consideration therefor is not less than the par value
         thereof, and will be accompanied by depositary preferred stock
         purchase rights, pursuant to the Rights Agreement, which constitute
         valid and legally binding obligations of the Company, enforceable
         against the Company in accordance with their terms, except to the
         extent that enforcement thereof may be limited by (a) bankruptcy,
         insolvency, reorganization, fraudulent conveyance, moratorium or
         other similar laws now or hereafter in effect relating to
         creditors' rights generally, (b) general principles of equity
         (regardless of whether enforceability is considered in a proceeding
         at law or in equity) and (c) public policy considerations which may
         limit the rights of the parties to obtain further remedies. In
         rendering the opinion set forth in this paragraph 1, I have assumed
         that, at the time of issuance of any Common Stock, the Certificate
         of Incorporation, the By-Laws and the CBCA shall not have been
         amended so as to affect the validity of such issuance.

         2. With respect to Common Stock issuable upon the conversion,
         exchange, exercise or settlement of any depositary preferred
         stock purchase rights, Preferred Stock, Debt Securities,





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July 28, 2004
Page 4



         Warrants, Depositary Shares, Stock Purchase Contracts or Stock
         Purchase Units (together, the "Convertible Securities"), which are
         by their terms convertible into or exchangeable, exercisable or can
         be settled for shares of Common Stock, the shares of Common Stock
         issuable upon conversion, exchange, exercise or settlement of the
         Convertible Securities, including accompanying depositary preferred
         stock purchase rights issued pursuant to the terms and conditions
         of the Rights Agreement, will be duly authorized, legally issued,
         fully paid and nonassessable, assuming the issuance of the Common
         Stock upon conversion, exchange, exercise or settlement of the
         Convertible Securities has been authorized by all necessary
         corporate action, that the Convertible Securities have been
         converted, exchanged, exercised or settled in accordance with their
         terms and that the certificates evidencing such shares of Common
         Stock are duly executed and delivered, and will be accompanied by
         depositary preferred stock purchase rights, pursuant to the Rights
         Agreement, which constitute valid and legally binding obligations
         of the Company, enforceable against the Company in accordance with
         their terms, except to the extent that enforcement thereof may be
         limited by (a) bankruptcy, insolvency, reorganization, fraudulent
         conveyance, moratorium or other similar laws now or hereafter in
         effect relating to creditors' rights generally, (b) general
         principles of equity (regardless of whether enforceability is
         considered in a proceeding at law or in equity) and (c) public
         policy considerations which may limit the rights of the parties to
         obtain further remedies. In rendering the opinion set forth in this
         paragraph 2, I have assumed that, at the time of issuance of any
         shares of Common Stock upon conversion, exchange, exercise or
         settlement of the Convertible Securities, the Certificate of
         Incorporation, the By-Laws and the CBCA shall not have been amended
         so as to affect the validity of such issuance.

         I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also hereby consent to the use of
my name under the heading "Legal Matters" in the prospectus which forms a part
of the Registration Statement. In giving this consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder. This opinion is expressed as of the date hereof unless
otherwise expressly stated, and I disclaim any undertaking to advise you of
any subsequent changes in the facts stated or assumed herein or of any
subsequent changes in applicable law.

                                                        Very truly yours,

                                                        /s/ Bruce H. Beatt
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                                                        Bruce H. Beatt,
                                                        General Counsel