OPINION OF COUNSEL

EXHIBIT 5.1

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


February 26, 1998

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, 8,000,000 shares of Common Stock of the Company ("Shares") which may be
purchased pursuant to the Emerson Electric Co. 1998 Stock Option Plan (the
"Plan"), including 8,000,000 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