January 31, 1997

Rose Hills Company
3888 South Workman Mill Road
Whittier, California  90601

Ladies and Gentlemen:

               We have acted as special counsel for Rose Hills Company (formerly
known as Rose Hills Acquisition Corp.), a Delaware corporation (the "Company"),
in connection with the Registration Statement on Form S-4 (the "Registration
Statement") filed by the Company with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), relating to the issuance by the Company of $80,000,000 aggregate
principal amount of its 9 1/2% Senior Subordinated Notes due 2004 (the "Exchange
Notes"), which are to be offered by the Company in exchange for $80,000,000
aggregate principal amount of its outstanding 9 1/2% Senior Subordinated Notes
due 2004 (the "Notes").

               We have examined the Registration Statement and the Indenture
dated as of November 15, 1996 (the "Indenture") between the Company and United
States Trust Company of New York, as Trustee (the "Trustee"), which has been
filed with the Commission as an Exhibit to the Registration Statement. In
addition, we have examined,


Rose Hills Company                        -2-                   January 31, 1997

and have relied as to matters of fact upon, the originals or copies, certified
or otherwise identified to our satisfaction, of 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 other and further investigations, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.

               In such examination, we have assumed that the Indenture has been
duly authorized, executed and delivered by the Trustee. In addition, we have
assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as originals and the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.

               Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we hereby advise you that in our opinion the Exchange
Notes, when executed and authenticated in accordance with the provisions of the
Indenture and delivered in exchange for the Notes as contemplated in the
Registration Statement and the Indenture, will constitute valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

               Our opinion set forth above is subject to the effects of

bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable principles (whether considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.



Rose Hills Company                        -3-                   January 31, 1997


               We are members of the Bar of the State of New York and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the federal law of the United States. This opinion is rendered to
you solely in connection with the above-described transaction and may not be
relied upon for any other purpose without our prior written consent.

               We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus included therein.

                                               Very truly yours,

                                               /s/ SIMPSON THACHER & BARTLETT
                                               SIMPSON THACHER & BARTLETT