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                                                                   EXHIBIT 5.1


              OPINION OF SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP





                                                              March 17, 1997


Barnett Inc.
3333 Lenox Road
Jacksonville, Florida

Ladies and Gentlemen:

                  On the date hereof, Barnett Inc., a Delaware corporation (the
"Company"), intends to transmit for filing with the Securities and Exchange
Commission, a Registration Statement on Form S-8 (the "Registration Statement"),
relating to an aggregate of 1,900,000 shares (the "Shares") of common stock, par
value $.01 per share (the "Common Stock"), of the Company which may be offered
from time to time pursuant to the plans listed on Annex A hereto (collectively,
the "Plans"). This opinion is an exhibit to the Registration Statement.

                  We have at times acted as counsel to the Company with respect
to certain corporate and securities matters, and in such capacity we are
familiar with the various corporate and other proceedings taken by or on behalf
of the Company in connection with the proposed offer and sale of the Shares as
contemplated by the Registration Statement. We have examined copies (in each
case signed, certified or otherwise proven to our satisfaction to be genuine) of
the Company's Certificate of Incorporation as presently in effect, its By-Laws
as presently in effect, minutes and other instruments evidencing actions taken
by its directors and stockholders, the Plans and such other documents and
instruments relating to the Company and the proposed offering as we have deemed
necessary under the circumstances. Insofar as this opinion relates to securities
to be issued in the future, we have assumed that all applicable laws, rules and
regulations in effect at the time of such issuance are the same as such laws,
rules and regulations in effect as of the date hereof.

                  We note that we are members of the Bar of the State of New
York and that we are not admitted to the Bar in the State of Delaware. To the
extent that the opinions expressed herein involve the law of the State of
Delaware, such opinions are based solely upon our reading of the Delaware
General Corporation Law as reported by CSC Networks Prentice-Hall Legal and
Financial Services.

                  Based on and subject to the foregoing, and subject to and in
reliance on the accuracy and completeness of the information relevant thereto
provided to us, it is our opinion that the Shares to be issued pursuant to the
Plans (including upon the proper exercise of options granted pursuant to the
Plans) have been duly authorized and, subject to the effectiveness of the
Registration

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Barnett Inc.
March 17, 1997
Page 2

Statement and compliance with applicable state securities laws, when issued in
accordance with the terms set forth in the Plans and options issued under the
Plans, will be legally and validly issued, fully paid and nonassessable.

                  It should be understood that nothing in this opinion is
intended to apply to any disposition of the Shares which any participant in the
Plans might propose to make in the future.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and as an exhibit to any filing made by the
Company under the securities or "Blue Sky" laws of any state.

                  This opinion is furnished to you in connection with the filing
of the Registration Statement, and is not to be used, circulated, quoted or
otherwise relied upon for any other purpose, except as expressly provided in the
preceding paragraph, without our express written consent, and no party other
than you is entitled to rely on it. This opinion is rendered to you as of the
date hereof and we undertake no obligation to advise you of any change, whether
legal or factual, after the date hereof.



                                 Very truly yours,

                                 /s/ Shereff, Friedman, Hoffman & Goodman, LLP
                                 ----------------------------------------------
                                 SHEREFF, FRIEDMAN, HOFFMAN & GOODMAN, LLP

SFH&G, LLP:SMZ:GA:KLL

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                                                                        ANNEX A




NAME OF PLAN
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Employee Stock Purchase Plan
1996 Omnibus Incentive Plan
1996 Stock Option Plan for Non-Employee Directors


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