OPINION OF COUNSEL OF EMERSON ELECTRIC CO.

EXHIBIT 5.1

[Letterhead of Emerson Electric Co.]

February 18, 1999

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, 71,106 shares
of Common Stock of the Company ("Shares") which may be purchased
pursuant to the Astec (BSR) Plc 1991 Senior Executive Share Option
Scheme and the Astec (BSR) Plc United States Senior Executive Share
Option Scheme (collectively, the "Astec Plans"), including 71,106
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