EXHIBIT 5


                      BAKER & HOSTETLER LLP
                       65 East State Street
                            Suite 2100
                      Columbus, Ohio  43215


                           May 12, 1997



Greif Bros. Corporation
621 Pennsylvania Avenue
Delaware, Ohio  43015

Ladies and Gentlemen:

    We are acting as counsel to Greif Bros. Corporation, a
Delaware corporation (the "Company"), in connection with its
Registration Statement on Form S-8 (the "Registration Statement")
being filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, to
register 100,000 shares of Class A Common Stock, without par value,
of the Company (the "Shares") for offer and sale under, and
pursuant to, the Company's 1996 Directors Stock Option Plan (the
"Plan").

    In connection therewith, we have examined the Company's
Certificate of Incorporation and By-Laws, both as amended through
the date hereof, and the records, as exhibited to us, of the
corporate proceedings of the Company; a copy of the Plan; and such
other documents and records, including a certificate from the
secretary of the Company, as we have considered necessary for
purposes of this opinion.  In rendering this opinion, we have
assumed the genuineness, without independent investigation, of all
signatures on all documents examined by us, the conformity to
original documents of all documents submitted to us as certified or
facsimile copies, and the authenticity of all such documents.

    Based upon the foregoing, we are of the opinion that the
Shares, when sold and paid for in the manner contemplated by the
Plan, will have been validly issued and will be fully paid and
nonassessable.

    We consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                  Very truly yours,

                                  /s/ Baker & Hostetler LLP

                                  BAKER & HOSTETLER LLP