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.