August 12, 1997  
  
  
General Housewares Corp.  
1536 Beech Street  
Terre Haute, IN  47804  
  
Gentlemen:  
  
You have requested my opinion in connection with the Registration Statement on  
Form S-8 (the "Registration Statement") of General Housewares Corp., a  
Delaware corporation (the "Company"), relating to the registration of up to  
300,000 shares of the Company's Common Stock, $.33 1/3 par value (the "Common 

Stock"), to be issued under the 1997 Key Employees' Incentive Stock Plan for  
General Housewares Corp. and Subsidiaries (the "Plan").  In connection with  
your request, I have made such examination of the corporate records and  
proceedings of the Company and considered such questions of law and taken such  
further action as I deemed necessary or appropriate to enable me to render  
this opinion.  
  
Based upon such examination, I am of the opinion that, upon issuance and/or  
sale of the Common Stock as contemplated by the Plan, and when the Company has 

complied with the Securities Act of 1933, as amended, the Common Stock will be  
validly issued, fully paid and nonassessable.  
  
This opinion letter is limited to the current federal laws of the United  
States and the current internal laws of the state of Delaware (without giving  
effect to any conflict of law principles thereof) and I have not considered,  
and express no opinion on, the laws of any other jurisdiction.  This opinion  
letter is dated and speaks as of the date of delivery.  I have no obligation  
to advise you or any third parties of changes in law or fact that may  
hereafter occur or come to my attention, even though the legal analysis or  
legal conclusions contained in this opinion letter may be affected by such  
changes.  
  
I consent to the filing of this opinion as Exhibit 5 to the Registration  
Statement.  
  
Very truly yours,  
  
/s/ Raymond J. Kulla  
Vice President, Secretary and  
General Counsel