EXHIBIT 5
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                             February 6, 2008



   Securities and Exchange Commission
   100 F. Street, NE
   Washington, D.C.  20549

        Re:  Newell Rubbermaid Inc. - Registration of
             Deferred Compensation Obligations on Form S-8
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   Ladies and Gentlemen:

        We have acted as counsel to Newell Rubbermaid Inc., a Delaware
   corporation (the "Company"), in connection with the Company's filing
   of a Registration Statement on Form S-8 (the "Registration Statement")
   covering the registration of an aggregate amount of $50,000,000 of
   Deferred Compensation Obligations, which represent unsecured
   obligations of the Company to pay deferred compensation in the future
   in accordance with the terms of the Newell Rubbermaid Inc. 2008
   Deferred Compensation Plan (the "Plan").

        In this connection we have made such investigation and have
   examined such documents as we have deemed necessary in order to enable
   us to render the opinion contained herein.

        Based on the foregoing, it is our opinion that, when issued in
   accordance with the terms of the Plan, and pursuant to the
   Registration Statement, the Deferred Compensation Obligations will be
   valid and binding obligations of the Company, enforceable against the
   Company in accordance with their terms, except as enforcement thereof
   may be limited by bankruptcy, insolvency or other laws of general
   applicability relating to or affecting enforcement of creditors'
   rights or by general equity principles.

        The foregoing opinion is limited to the General Corporation Law
   of the State of Delaware, which includes those statutory provisions
   and all applicable provisions of the Delaware Constitution and the
   reported judicial decisions interpreting such laws, and we express no
   opinions with respect to the laws of any other jurisdiction.  The
   opinion expressed in this opinion letter is as of the date of this
   opinion letter only and as to laws covered hereby only as they are in
   effect on that date, and we assume no obligation to update or
   supplement such opinion to reflect any facts or circumstances that may
   come to our attention after that date or any changes in law that may
   occur or become effective after that date.







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



                                           Very truly yours,

                                           SCHIFF HARDIN LLP



                                           By:  /s/ Lauralyn G. Bengel
                                                -----------------------
                                                Lauralyn G. Bengel