EXHIBIT 5.1
[BARNES GROUP INC. LETTERHEAD]
May 16, 1997
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Ladies and Gentlemen:
I am a Vice President and the General Counsel
of Barnes Group Inc., a Delaware corporation (the "Compa-
ny"), and I have acted as legal counsel to the Company in
connection with the filing with the Securities and Ex-
change Commission of a Registration Statement on Form S-8
under the Securities Act of 1933, as amended (the "Regis-
tration Statement"), relating to 1,500,000 shares (the
"Shares") of the Company's common stock, par value $.01
per share (the "Common Stock"), issuable under the 1991
Barnes Group Stock Incentive Plan adopted April 3, 1991,
as amended from time to time (the "Plan").
In my capacity as General Counsel of the Compa-
ny, I have examined and am familiar with (i) the Regis-
tration Statement; (ii) the Plan; (iii) the Restated
Certificate of Incorporation and the By-Laws of the
Company, each as amended to date; (iv) certain resolu-
tions adopted by the Board of Directors of the Company
relating to the issuance of the Shares pursuant to the
Plan and certain related matters; and (v) such agree-
ments, certificates of public officials, certificates of
officers or representatives of the Company and others and
such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opin-
ions set forth herein. In such examination, I have
assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as
certified, conformed or photostatic copies and the au-
thenticity of the originals of such latter documents. As
to any facts material to the opinion expressed herein
that I have not independently established or verified, I
have relied upon statements and representations of officers
and other representatives of the Company and others.
I am admitted to the Bar of the State of Connecti-
cut, and I express no opinion as to the laws of any other
jurisdiction.
Based upon and subject to the foregoing, I am
of the opinion that the Shares have been duly authorized
for issuance and, when the Shares have been paid for and
certificates therefor have been issued and delivered in
accordance with the terms of the Plan, the Shares will be
legally issued, fully paid and nonassessable.
I consent to the filing of this opinion as an
exhibit to the Registration Statement but do not thereby
admit that I come within 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
Securities and Exchange Commission thereunder.
I am furnishing this opinion in connection with
the filing of the Registration Statement, and it is not
to be used, circulated, quoted or otherwise referred to
for any other purpose or relied upon by any other person
without my express written permission.
Very truly yours,
/s/ William V. Grickis, Jr.
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William V. Grickis, Jr.