November 29, 1995



Watts Industries, Inc.
815 Chestnut Street
North Andover, MA  01845

          Re:  Watts Industries, Inc. Management Stock
          Purchase 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 1,000,000 shares (the "Shares") of
Class A Common Stock, par value $.10 per share (the "Class A
Common Stock"), of Watts Industries, Inc. (the "Company")
which may be issued pursuant to restricted stock units
granted under the Company's Management Stock Purchase 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 Certificate of Incorporation, as
amended, and the Amended and Restated By-laws of the
Company; such records of the corporate proceedings of the
Company as we deemed necessary; a 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 have assumed the
genuineness of all signatures, the conformity to the
originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents
reviewed by us in original form, and the legal competence of
each individual executing a document.

     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, the Commonwealth of
Massachusetts and the corporate laws of the State of
Delaware.

     Based upon the foregoing, we are of the opinion that
upon the issuance and delivery of, and payment for, the
Shares in accordance with the terms of the Registration
Statement, the Plan and the Bonus Deferral and RSU
Subscription Agreements entered into pursuant to the Plan,
the Shares will be legally issued, fully paid and non-
assessable shares of the Company's Class A Common Stock.

      The foregoing opinion 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.   The foregoing  opinion  further
assumes that the purchase price paid for the Shares will  be
in excess of the par value thereof.

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

                                   Very truly yours,

                                    /s/  Goodwin, Procter & Hoar

                                   GOODWIN, PROCTER & HOAR


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