EXHIBIT 5.1





                               January 28, 2000


Sovereign Specialty Chemicals, Inc.
225 West Washington Street
Suite 2200
Chicago,  Illinois  60606

          RE:  REGISTRATION STATEMENT ON FORM S-8

Ladies and Gentlemen:

          We are acting as special counsel to Sovereign Specialty
Chemicals, Inc., a Delaware corporation (the "Company"), in connection with
the Registration Statement on Form S-8 (the "Registration Statement")
relating to 20,000 shares (the "Shares") of voting common stock, par value
$.01 per share, of the Company, issuable pursuant to the Company's Employee
Stock Purchase Plan (the "Plan"). With your permission, all assumptions and
statements of reliance herein have been made without any independent
investigation or verification on our part except to the extent otherwise
expressly stated, and we express no opinion with respect to the subject
matter or accuracy of such assumptions or items relied upon.

          In connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed or
reproduction copies of such agreements, instruments, documents and records
of the Company, such certificates of public officials and such other
documents, and (iii) received such information from officers and
representatives of the Company as we have deemed necessary or appropriate
for the purposes of this opinion. In all such examinations, we have assumed
the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of original and certified documents, and the
conformity to original or certified copies of all copies submitted to us as
conformed or reproduction copies. As to various questions of fact relevant
to such opinion, we have relied upon, and assume the accuracy of,
certificates and oral or written statements and other information of or
from representatives of the Company and others.

          Based upon the foregoing, and subject to the limitations,
qualifications and assumptions set forth herein, we are of the opinion that
the Shares, when issued, paid for (with the consideration received by the
Company being not less than the par value thereof) and delivered in
accordance with the Plan, will be validly issued, fully paid and
non-assessable.

          The opinion expressed herein is limited to the General
Corporation Law of the State of Delaware, as currently in effect. The
opinion expressed herein is given as of the date hereof, and we undertake
no obligation to supplement this letter if any applicable laws change after
the date hereof, if we become aware of any facts that might change the
opinions expressed herein after the date hereof or for any other reason.

          We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 relating to the registration of the
Shares. In giving this consent, we do not admit that we are in the category
of persons whose consent is required under Section 7 of the Securities Act
of 1933, as amended.



                                 Very truly yours,

                                 FRIED, FRANK, HARRIS, SHRIVER & JACOBSON



                                 By: /s/ Timothy E. Peterson
                                    -------------------------------------
                                             Timothy E. Peterson