Exhibit 5.1
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[LETTERHEAD]
Mary Louise Beardsley Executive Office
Associate General Counsel 123 Main Street
and Secretary P.O. Box 489
Bristol, CT 06011-0489 U.S.A.
BARNES [LOGO] Tel. (203) 583-0707
GROUP INC. Fax (203) 589-3507
July 18, 1994
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Gentlemen and Mesdames:
I am the Associate General Counsel and Secretary
of Barnes Group Inc. (the "Company") and I have acted
as legal counsel to the Company in connection with the
filing with the Securities and Exchange Commission of a
Registration Statement on Form S-8 under the Securities
Act of 1933, as amended, relating to 900,000 shares of
the Company's common stock, par value $1.00 per share,
issuable under the 1991 Barnes Group Stock Incentive
Plan adopted April 3, 1991, as amended April 6, 1994
(the "Plan").
In my capacity as Associate General Counsel and
Secretary for the Company, I have examined and am
familiar with (i) the Certificate of Incorporation and
the By-Laws of the Company, as amended; (ii) the
corporate proceedings of the Company relating to the
issuance of the shares; and (iii) such agreements,
certificates of public officials, certificates of
officers or representatives of the Company and others,
and such other documents, certificates and records as I
have deemed necessary or appropriate as a basis for the
opinions set forth herein. In such examination, I have
assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity
to original documents of all documents submitted to me
as certified, conformed or photostatic copies, and the
authenticity of the originals of such latter documents.
As to any facts material to the opinions expressed
herein which I did not independently establish or
verify, I have relied upon statements and
representations of officers and other representatives
of the Company and others. During the course of my
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Barnes Group Inc.
Page 2
July 18, 1994
discussions with officers and representatives of the
Company and my review of the documents specified above
in connection with the preparation of this opinion, no
facts were disclosed to me which cause me to conclude
that any such statement or representation is untrue.
Based upon and subject to the foregoing, I am of
the opinion that all necessary corporate proceedings
have been duly taken to authorize the issuance of the
Company's common stock under the Plan, and that if said
shares are issued in accordance with the Plan upon the
exercise of stock options or stock appreciation rights
or on payment under performance unit awards or pursuant
to incentive stock rights said shares will be legally
issued, fully paid and non-assessable.
I consent to the filing of this opinion as an
exhibit to said Registration Statement and the
Prospectus which is part of the aforesaid Registration
Statement, including any amendments thereto, but do not
thereby admit that I come within 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 Securities and Exchange
Commission thereunder.
Very truly yours,
Mary Louise Beardsley
Mary Louise Beardsley
MLB/ekt
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