[LETTERHEAD OF WEIL, GOTSHAL & MANGES LLP]


                                                               November 8, 1996

Lewis Galoob Toys, Inc.
500 Forbes Boulevard
South San Francisco, California 94080

           Re:   Lewis Galoob Toys, Inc.-
                 Registration Statement on Form S-1
                 (No. 333-12953)
                 ----------------------------------

Gentlemen:

           We have acted as counsel to Lewis Galoob Toys, Inc. (the "Company")
in connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-1, File No.
333-12953 (as amended, the "Registration Statement") under the Securities Act of
1933, as amended, relating to the proposed public offering of (i) 2,000,000 of
the Company's common shares, par value $.01 per share (the "Common Shares"),
(ii) 392,866 Common Shares issuable upon exercise of a warrant to purchase
Common Shares (the "Warrant") held by the Wells Fargo Foundation (the "Selling
Shareholder") and (iii) up to 358,930 Common Shares issuable upon exercise of
the underwriters' over-allotment option.

           In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
form of Underwriting Agreement (the "Underwriting Agreement") between the
Company, the Selling  Shareholder, Gerard Klauer Mattison & Co., Inc., William
Blair &  Company and Jefferies & Company, Inc. as underwriters thereto, the 
form of Warrant pursuant to which the Common Shares will be issued, and such
corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.



Lewis Galoob Toys,Inc.
November 8, 1996
Page 2

     In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the conformity to original
documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents.

As to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or
comparable documents of officers and representatives of the Company.

     Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Common Shares to be issued i) for
sale by the Company, ii) upon exercise of the Warrant and iii) upon
exercise of the underwriters' over-allotment option have been duly
authorized and, when issued upon exercise of the Warrant and the
over-allotment option, respectively, will be validly issued, fully paid
and non-assessable.

     The opinions expressed herein are limited to the laws of the State
of New York and the federal laws of the United States, and we express no
opinion as to the effect on the matters covered by this opinion of the
laws of any other jurisdiction.

     The opinions expressed herein are rendered solely for your benefit
in connection with the transactions described herein. Those opinions may
not be used or relied upon by any other person, nor may this letter or
any copies thereof be furnished to a third party, filed with a
governmental agency, quoted, cited or otherwise referred to without our
prior written consent. We hereby consent to the use of this opinion as
an exhibit to the Registration Statement and any Registration Statement
registering additional Common Shares of the Company pursuant to Rule 462(b). 
We further consent to any and all references to our firm in the Prospectus 
which is a part of said Registration Statement.


                                      Very truly yours,

                                      WEIL, GOTSHAL & MANGES LLP