EXHIBIT 8.2

                                ERNST & YOUNG LLP

                                February 8, 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"), 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, as amended, on February 8, 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 The Stanley Works, a
Connecticut corporation ("Stanley Connecticut"), under the terms of that certain
Agreement and Plan of Merger (the "Merger Agreement" and together with the
Registration Statement the "Reorganization Documents"). You have asked for our
opinion regarding certain U.S. federal income aspects of the Reorganization.
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 letters 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" is
accurate and correct in all material respects as to matters of law and the legal
conclusions set forth therein.

     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 under the caption "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