EXHIBIT 8









                                              September 9, 1996



Silgan Holdings Inc.
4 Landmark Square
Stamford, CT  06901

Gentlemen:

                  As your counsel,  we have  participated in the preparation of,
and have reviewed,  the Prospectus  contained in the  Registration  Statement on
Form S-4 (File No.  333-  9979),  as amended to and dated the date  hereof  (the
"Registration  Statement"),  filed with the Securities  and Exchange  Commission
relating to your issuance of certain  exchangeable  preferred stock as described
in the Registration Statement (the "Exchangeable Preferred Stock").

                  On the  basis  of the  foregoing  and  upon  consideration  of
applicable law, we are of the opinion that, subject to the qualifications stated
therein, the discussion as to the federal income tax matters set forth under the
caption  "Certain  United  States  Federal  Income  Tax   Consequences"  in  the
Prospectus  contained  in the  Registration  Statement  summarizes  the material
federal  income  tax  consequences  relevant  to  the  purchase,  ownership  and
disposition of the Exchangeable Preferred Stock.

                  We consent to being named in the  Registration  Statement  and
related  Prospectus  as counsel who are passing  upon the  material  tax matters
relating to the Exchangeable Preferred Stock for Silgan Holdings Inc. and to the
reference to our firm under the caption  "Certain  United States  Federal Income
Tax Considerations" in such Prospectus. We also consent to your filing copies of
this opinion as an exhibit to the Registration Statement.

                                       Very truly yours,

                                       /s/ Winthrop, Stimson, Putnam &
                                           Roberts