EXHIBIT 5.1
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EMERSON ELECTRIC CO.
8000 W. FLORISSANT
P.O. BOX 4100
ST. LOUIS, MO 63138-8506

HARLEY M. SMITH
ASSISTANT GENERAL COUNSEL
AND ASSISTANT SECRETARY
(314) 553-2431


June 2, 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., a Missouri corporation (the "Company"), and in such capacity I am
familiar with the Registration Statement on Form S-3 to be filed by the Company
with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
proposed offering and sale by the shareholders named therein of shares of
Common Stock, par value $1.00, of the Company (the "Shares") (including
Preferred Share Purchase Rights accompanying such Shares) to be issued pursuant
to the proposed merger (the "Merger") of Emersub XXXIX, a Delaware corporation
and a wholly-owned subsidiary of the Company ("Emersub"), with and into
Intellution, Inc., a Massachusetts corporation ("Intellution"), which, upon
consummation of the Merger, will be the surviving corporation and a wholly-
owned subsidiary of the Company.

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. I have assumed the
genuineness of all signatures on all documents examined by me, the authenticity
of all documents submitted to me as originals, and the conformity to authentic
originals of all documents submitted to me as certified or photostatic copies.
I have also assumed the due authorization, execution and delivery of all
documents.

On the basis of the foregoing, I am of the opinion that upon
consummation of the transactions contemplated by the Agreement and Plan of
Merger (the "Merger Agreement") dated as of May 18, 1995, by and among the
Company, Emersub, Intellution, Stephen E. Rubin, Edmund J. Reinhalter, Alpin
Chisholm, Summit Investors, L.P. and Summit Ventures II, L.P., and when the
Shares are issued in accordance with the Merger Agreement, such Shares will be
legally issued, fully paid and nonassessable.




I consent to the filing of this opinion as an exhibit to the
Registration Statement. I also consent to your filing copies of this opinion
as an exhibit to the Registration Statement with such agencies of such states
as you deem necessary in the course of complying with the laws of such states
regarding the offering and sale of the Shares.

In giving this consent, I do not admit that I am in the category of
persons whose consent is required under Section 7 of the Securities Act or
rules and regulations of the Commission.


Yours truly,

/s/ HARLEY M. SMITH
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Harley M. Smith
Assistant General Counsel