EXHIBIT 5 April 24, 1995 Stanley Furniture Company, Inc. Route 57 Stanleytown, Virginia 24168 Gentlemen: You propose to file as soon as possible with the Securities and Exchange Commission a registration statement on Form S-8 (the "Registration Statement") relating to the Stanley Furniture Company, Inc. 1994 Stock Option Plan (the "Plan"). The Registration Statement covers 700,000 shares of Common Stock which have been reserved for issuance under the Plan. We are of the opinion that the 700,000 shares of Common Stock which are authorized for issuance under the Plan, when issued or sold in accordance with the terms and provisions of the Plan, will be duly authorized, legally issued, fully paid and nonassessable. We consent to the use of this opinion as Exhibit 5 to the Registration Statement. Very truly yours, McGuire, Woods, Battle & Boothe, L.L.P.