EXHIBIT 5













                                                 September 9, 1996




Re:      Registration Statement on Form S-4
         (Registration No. 333-9979) of
         Silgan Holdings Inc.



Silgan Holdings Inc.
4 Landmark Square
Stamford, CT 06901


Gentlemen:

                  Reference is made to the above Registration  Statement on Form
S-4 of Silgan Holdings Inc. (the "Company"),  as amended through the date hereof
(the  "Registration  Statement"),  under the  Securities Act of 1933, as amended
(the  "Act"),  relating to the offer by the Company to exchange  (the  "Exchange
Offer") its outstanding  13-1/4% Cumulative  Exchangeable  Redeemable  Preferred
Stock (the "Old  Preferred  Stock") for an equal amount of newly issued  13-1/4%
Cumulative Exchangeable Redeemable Preferred Stock (the "New Preferred Stock").

                  In connection  with this opinion,  we have examined  copies of
(i)  the  Registration  Statement;  (ii) a  specimen  copy  of  the  certificate
representing shares of the New Preferred Stock; (iii) the Company's  Certificate
of Designation of the Powers,  Preferences and Relative Participating,  Optional
and Other Special Rights of 13 1/4% Cumulative Exchangeable Redeemable Preferred
Stock and Qualifications, Limitations and Restrictions Thereof (the "Certificate
of Designation");  (vi) copies of the restated certificate of incorporation,  as
amended,  of the Company (the "Certificate of  Incorporation"),  as certified by
the  Secretary  of State of the  State of  Delaware;  (vii) the  by-laws  of the
Company;  (viii) copies of certain  resolutions of the stockholders and Board of
Directors of the Company; and (ix) all






other  records,  agreements,  instruments  and  documents  that we  have  deemed
relevant or necessary  as the basis for the opinion  hereinafter  set forth.  In
stating our  opinion,  we have  assumed the  genuineness  of all  signatures  on
original  documents (except when executed in our presence),  the authenticity of
documents  submitted to us as originals  and the  conformity to originals of all
copies submitted to us as certified, conformed or reproduction copies.

                  Based upon the foregoing,  we are of the opinion that when the
Registration  Statement has become effective under the Act and the shares of New
Preferred   Stock  (the  "Shares")  have  been  duly  issued  and  delivered  as
contemplated by the Registration  Statement,  the Shares will be validly issued,
fully paid and nonassessable.

                  The  foregoing  opinion is limited to the Federal  laws of the
United States and the General  Corporation Law of the State of Delaware,  and we
express no opinion as to the effect of the laws of any other jurisdiction.

                  We consent to the filing of this opinion  with the  Securities
and Exchange  Commission as Exhibit 5 to the  Registration  Statement and to the
reference  to our firm  under the  caption  "Legal  Matters"  in the  Prospectus
constituting a part of the Registration Statement.

                                       Very truly yours,

                                       /s/ Winthrop, Stimson, Putnam &
                                           Roberts
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