Exhibit 5

                       Winthrop, Stimson, Putnam & Roberts
                                Financial Centre
                              695 East Main Street
                                  P.O. Box 6760
                             Stamford, CT 06904-6760
                                 (203) 348-2300



                                November 13, 1997



Silgan Holdings Inc.
4 Landmark Square, Suite 400
Stamford, CT  06901


                           Re:      Registration Statement on Form S-8
                                    ----------------------------------

Ladies and Gentlemen:

         In connection  with the  registration  on Form S-8 under the Securities
Act of 1933,  as amended  (the  "Securities  Act"),  of  3,533,417  shares  (the
"Shares") of common  stock,  par value $.01 per share,  of Silgan  Holdings Inc.
(the  "Company")  reserved for  issuance  pursuant to the Silgan  Holdings  Inc.
Fourth  Amended  and  Restated  1989 Stock  Option  Plan (the  "Plan"),  we have
examined  such  corporate  documents  and  records  of the  Company,  such other
instruments and certificates of public officials,  officers and  representatives
of the Company and other  persons  and such  questions  of law as we have deemed
necessary or appropriate in order to render the opinion set forth herein.

         In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents  submitted to us as originals,  the conformity
to  original  documents  of all  documents  submitted  to us as  copies  and the
authenticity of the originals of such copies.

         Based upon and subject to the  foregoing,  we are of the  opinion  that
when:

                  (a) the  registration  statement  on Form S-8  relating to the
         Shares (the "Registration Statement") shall have become effective under
         the Securities Act;

                  (b) any applicable  State  securities or "blue sky" laws shall
         have been complied with; and

                  (c) any  Shares  shall  have been duly  issued and paid for in
         accordance with the terms of the Plan,

such Shares will be legally 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.  We express no
opinion as to the effect of the laws of any other jurisdiction.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement and any amendments thereto. In giving such consent, we do
not  hereby  admit  that we are in the  category  of  persons  whose  consent is
required under Section 7 of the Securities Act.



                                        Very truly yours,



                                        /s/ Winthrop, Stimson, Putnam & Roberts
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