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                                                                      EXHIBIT 5

                              EMERSON ELECTRIC CO.
                               8000 W. Florissant
                                 P. O. Box 4100
                              St. Louis, MO  63136

Harley M. Smith
Assistant General Counsel
and Assistant Secretary
(314) 553-2431

                                  March 8, 1995

Emerson Electric Co.
8000 West Florissant Avenue
St. Louis, MO  63136

Gentlemen:

         I am Assistant General Counsel and Assistant Secretary of Emerson
Electric Co. (the "Company"), and in such capacity I am familiar with the
Registration Statement on Form S-8 to which this opinion is filed as an exhibit
(the "Registration Statement") which registers under the Securities Act of
1933, as amended, 250,000 shares of Common Stock of the Company (the "Shares")
which may be purchased pursuant to the ISE Profit Sharing Retirement Plan (the
"Plan"), including 250,000 Preferred Share Purchase Rights, and an
indeterminate number of interests in the Plan (the "Interests").

         I have examined originals or copies, certified or otherwise identified
to my satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as I deemed necessary for the purposes
of the opinion expressed herein.

         On the basis of the foregoing, I am of the opinion that the Shares
(including the Preferred Share Purchase Rights) and the Interests to which the
Registration Statement relates, when sold in accordance with the provisions of
the Plan, will be legally issued, fully paid and non-assessable.

         I consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                  Yours truly, 

                                  /S/ H. M. SMITH

                                  Harley M. Smith