EXHIBIT 5.1


                                 March 3, 1997




Shelby Williams Industries, Inc.
11-111 Merchandise Mart
Chicago, IL  60654

Gentlemen:

    In connection with the proposed registration under the Securities Act of
1933, as amended, by Shelby Williams Industries, Inc.,  a Delaware corporation
(the "Company"), of up to 2,300,000 shares of the Company's Common Stock,
$.05 par value per share (the "Shares"), as described in the Company's
registration statement on Form S-3 to be filed with the Securities and Exchange
Commission (such registration statement, including all amendments and exhibits
thereto being herein called the "Registration Statement"), we hereby advise you
that as counsel for the Company we have examined the original or certified 
copies of the Certificate of Incorporation of the Company and all amendments 
thereto, the by-laws of the Company, the minute books of the Company, and such 
other documents and records as we have deemed necessary for the purposes of this
opinion.

    Based upon such examination, it is our opinion that:

    (1)  the 719,000 Shares to be sold by the Company (including up to 
150,000 Shares which the Underwriters have the option to purchase from the 
Company to cover over-allotments, if any) are duly authorized, legally issued 
and nonassessable and are held by the Company in treasury, and, when sold 
pursuant to the terms of the Underwriting Agreement included as an exhibit to 
the Registration Statement, will be legally issued, fully paid and 
nonassessable; and

    (2)  the 1,581,000 Shares to be sold by the Selling Stockholders referred 
to in the Registration Statement (including up to 150,000 Shares which the 
Underwriters have the option to purchase from a Selling Stockholder to cover 
over-allotments, if any) are duly authorized, legally issued, fully paid and 
nonassessable.



                                          2

    We hereby consent to the references to our firm under the heading "Legal
Matters" in the Prospectus of the Company included in the Registration
Statement, and to the filing of this opinion as an exhibit to the Registration
Statement.

                                       Very truly yours,

                                       D'ANCONA & PFLAUM



                                       By: /s/ Merrill A. Freed
                                          --------------------------------
                                          Merrill A. Freed, a Partner