EXHIBIT 5.1
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EMERSON ELECTRIC CO.
8000 W. FLORISSANT
P. O. BOX 4100
ST. LOUIS, MO 63136

HARLEY M. SMITH
ASSISTANT GENERAL COUNSEL
AND ASSISTANT SECRETARY
(314) 553-2431 June 20, 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. (the "Company"), and in such capacity I am familiar with the
Registration Statement on Form S-8 to which this opinion is filed as an exhibit
(the "Registration Statement") which registers under the Securities Act of
1933, as amended, 208,592 shares of Common Stock of the Company (the
"Shares") which may be purchased pursuant to the Emerson/Intellution 1988
Incentive Stock Plan of Emerson Electric Co. (the "Plan"), including 208,592
Preferred Share Purchase Rights.

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.

On the basis of the foregoing, I am of the opinion that the Shares
(including the Preferred Share Purchase Rights) to which the Registration
Statement relates, when sold in accordance with the provisions of the Plan,
will be legally issued, fully paid and non-assessable.

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 and 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 the rules and regulations of the
Securities and Exchange Commission.

Yours truly,

/S/ HARLEY M. SMITH

Harley M. Smith