January 14, 1998



U.S. Home & Garden Inc.
655 Montgomery Street
San Francisco, CA 94111

Gentlemen:

     You have requested our opinion with respect to the offering by you, U.S.
Home & Garden Inc., a Delaware corporation (the "Company"), pursuant to the
provisions of the Company's Non-Employee Director Stock Option Plan (the "Plan")
and a Registration Statement (the "Registration Statement") on Form S- 8, under
the Securities Act of 1933, as amended (the "Act"), of up to 100,000 shares (the
"Shares") of Common Stock, par value $.001 per share, of the Company (the
"Common Stock").

     We have examined originals, or copies certified or otherwise identified to
our satisfaction, of such documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With respect to such
examination, we have assumed the genuineness of all signatures appearing on all
documents presented to us as originals, and the conformity to the originals of
all documents presented to us as conformed or reproduced copies. Where factual
matters relevant to such opinion were not independently established, we have
relied upon certificates of appropriate state and local officials, and upon
certificates of executive officers and responsible employees and agents of the
Company.

     Based upon the foregoing, it is our opinion that the Shares have been duly
and validly authorized and, when sold, paid for and issued as contemplated by
the Plan and the Registration Statement, will be duly and validly issued, fully
paid and nonassessable.










U.S. Home & Garden Inc.
January 14, 1998
Page 2


     Please be advised that certain partners of this firm are the beneficial
owners of shares of Common Stock and options and warrants to purchase shares of
Common Stock.

     We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement, and to the use of our name as your counsel in connection
with the Registration Statement. In giving this consent, we do not thereby
concede that we come within the categories of persons whose consent is required
by the Act or the General Rules and Regulations promulgated thereunder.

                                                Very truly yours,

                                                /s/ TENZER GREENBLATT LLP
                                                --------------------------------
                                                TENZER GREENBLATT LL