EXHIBIT 5

                                      August 23, 1995

   Securities and Exchange Commission
   Judiciary Plaza
   450 Fifth Street, N.W.
   Washington, DC  20549-1004

        Re:  Newell Co. - Registration Statement on Form S-8

   Ladies and Gentlemen:

        We are acting as counsel for Newell Co., a Delaware corporation
   (the "Company"), in connection with its filing of a Registration
   Statement on Form S-8 (the "Registration Statement") with the
   Securities and Exchange Commission covering the registration of an
   additional 500,000 shares of the Company's common stock, $1.00 par
   value, and the related Preferred Stock Purchase Rights attached
   thereto (collectively, the "Stock"), issuable pursuant to The Newell
   Long-Term Savings and Investment Plan (the "Plan"), together with the
   related interests in the Plan.  

        In this connection, we have examined such documents and have made
   such factual and legal investigations as we have deemed necessary or
   appropriate for the purpose of this opinion.

        Based upon the foregoing, it is our opinion that those shares of
   Stock covered by the Registration Statement that are issued in
   accordance with the terms of the Plan will be legally issued, fully
   paid and non-assessable.  We draw to your attention, however, that the
   Wisconsin Supreme Court has held that the provisions of a predecessor
   of Section 180.0622 of the Wisconsin Business Corporation Law relating
   to shareholders' liability for employee wages are applicable to
   foreign corporations qualified to do business in the State of
   Wisconsin, such as the Company.

        We hereby consent to the filing of this opinion as Exhibit 5 to
   the Registration Statement.

                                 Very truly yours,

                                 SCHIFF HARDIN & WAITE

                                 By:  /s/  Linda Jeffries Wight
                                 ===============================
                                           Linda Jeffries Wight

   LJW:ag
                                     S-5