August 11, 1995



Town & Country Corporation
25 Union Street
Chelsea, Massachusetts 02150

     Re:  Town & Country Corporation 1994 Non-Employee
          Directors' Nonqualified Stock Option Plan

Ladies and Gentlemen:

This opinion is furnished in connection with the registration pursuant to the
Securities Act of 1933, as amended (the "Act"), of 200,000 shares (the "Shares")
of Class A Common Stock, par value $.01 per share (the "Common Stock"), of Town
& Country Corporation (the "Company") which may be issued pursuant to the
Company's 1994 Non-Employee Directors' Nonqualified Stock Option Plan (the
"Plan").

We have acted as counsel to the Company in connection with the registration of
the Shares under the Act. We have examined the Restated Articles of Organization
and the By-laws of the Company, each as amended to date; such records of the
corporate proceedings of the Company as we deemed material; the Registration
Statement on Form S-8 under the Act relating to the Shares (the "Registration
Statement"); and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion.

We are attorneys admitted to practice in The Commonwealth of Massachusetts. We
express no opinion concerning the laws of any jurisdictions other than the laws
of the United States of America and The Commonwealth of Massachusetts.

Based upon the foregoing, we are of the opinion that upon the issuance and
delivery of the Shares in accordance with the terms of the Registration
Statement and the Plan, the Shares will be legally issued, fully paid and
non-assessable shares of the Company's Common Stock.

The foregoing assumes that all requisite steps will be taken to comply with the
requirements of the Act and applicable requirements of state laws regulating the
offer and sale of securities

We hereby consent to the filing of this opinion as part of the above-referenced
Registration Statement and to the use of our name therein.

                                   Very truly yours,

                                   /s/ Goodwin, Procter & Hoar

                                   GOODWIN, PROCTER & HOAR