May 30, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20509


Re:  Registration Statement on Form S-8


Ladies and Gentlemen:

     I am an attorney-at-law, duly licensed to practice law in the
State of California, and I am the Senior Vice President, Secretary
and General Counsel of Ameron, Inc. (the "Company").  I have acted
as legal counsel to the Company in connection with the preparation
of a Registration Statement on Form S-8 to be filed with the
Securities and Exchange Commission (the "Registration Statement")
with respect to the registration under the Securities Act of 1933
of 120,000 shares of Common Stock, $2.50 par value per share, and
the associated preferred stock purchase rights (the "Shares") of
the Company which have been reserved for issuance from time-to-time
pursuant to awards granted and to be granted pursuant to the
Company's 1994 Nonemployee Director Stock Option Plan (the "Plan").

     I have examined, among other things, the Registration
Statement, the related Prospectus, the Plan, the Company's
definitive Proxy Statement for the 1995 Annual Meeting of
Stockholders, and such other documents, and have obtained such
certificates and assurances from public officials and from officers
and representatives of the Company, as I have deemed necessary for
the purpose of rendering this opinion.  I have assumed the
genuineness of all signatures on, and the authenticity of, all
documents and instruments submitted to me as originals, and the
conformity to original documents of all documents submitted to me
as copies.

     I have also examined the proceedings heretofore taken, and I
am familiar with the proceedings proposed to be taken, by the
Company in connection with the authorization, reservation, issuance
and sale of the Shares and, in reliance thereon, I assume for
purposes of this opinion, that the Company will not grant any award
under the Plan pursuant to which Shares could be issued for
consideration that is not adequate in form or amount to support the
issuance of fully paid stock under applicable state law.

     Based on the foregoing and in reliance thereon, it is my
opinion that the Shares, when issued pursuant to awards granted and
exercised in accordance with the provisions of the Plan and related
agreements, will be legally issued, fully paid and nonassessable.

     I hereby consent to the use of this opinion as an exhibit to 
the Registration Statement and further consent to the use of my
name under the caption "Interest Of Named Experts And Counsel" in
the Registration Statement.

Very truly yours,



Javier Solis
Senior Vice President, Secretary
 and General Counsel