EXHIBIT 5


                       OPINION OF VORYS, SATER, SEYMOUR
                                AND PEASE AS TO
                                   LEGALITY





                                                                (614) 464-6400




                                 June 14, 1996



Board of Directors
The Scotts Company
14111 Scottslawn Road
Marysville, OH 43041

Ladies and Gentlemen:

      We are familiar with the  proceedings  taken and proposed to be taken by
The Scotts Company,  an Ohio corporation  (the "Company"),  in connection with
the institution of The Scotts Company 1996 Stock Option Plan (the "Plan"), the
granting of options to purchase common shares,  without par value (the "Common
Shares"),  of the Company  pursuant to the Plan,  and the issuance and sale of
Common  Shares of the Company upon exercise of options to be granted under the
Plan,   as  described  in  the   Registration   Statement  on  Form  S-8  (the
"Registration  Statement")  to be  filed  with  the  Securities  and  Exchange
Commission on June 14, 1996. The purpose of the  Registration  Statement is to
register the  1,500,000  Common  Shares  reserved for issuance  under the Plan
pursuant to the provisions of the Securities Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

      In connection  with this  opinion,  we have examined an original or copy
of, and have relied upon the accuracy of, without independent  verification or
investigation: (a) the Registration Statement; (b) the Plan; (c) the Company's
Amended Articles of Incorporation,  as amended; (d) the Company's Regulations,
as  amended;  and  (e)  certain  proceedings  of  the  directors  and  of  the
shareholders of the Company. We have also relied upon such  representations of
the Company and officers of the Company and such authorities of law as we have
deemed relevant as a basis for this opinion.





Board of Directors
The Scotts Company
June 14, 1996
Page 2


      We have  relied  solely  upon the  examinations  and  inquiries  recited
herein, and we have not undertaken any independent  investigation to determine
the  existence or absence of any facts,  and no inference as to our  knowledge
concerning such facts should be drawn.

      Based upon and subject to the foregoing  and the further  qualifications
and limitations set forth below, as of the date hereof,  we are of the opinion
that after 1,500,000  Common Shares of the Company to be registered  under the
Registration Statement have been issued and delivered by the Company, upon the
exercise of options  granted under the Plan,  against  payment of the purchase
price  therefor,  in accordance with the terms of the Plan, said Common Shares
will be validly issued,  fully paid and  non-assessable,  assuming  compliance
with applicable federal and state securities laws.

      Our opinion is limited to the General  Corporation Law of Ohio in effect
as of the date hereof.  This opinion is furnished by us solely for the benefit
of the Company in connection  with the offering of the Common Shares  pursuant
to the Plan and the filing of the  Registration  Statement and any  amendments
thereto.  This opinion may not be relied upon by any other person or assigned,
quoted or otherwise used without our specific written consent.

      Notwithstanding the foregoing,  we consent to the filing of this opinion
as an  exhibit  to the  Registration  Statement  and to  the  reference  to us
therein.

                                          Very truly yours,



                                          Vorys, Sater, Seymour and Pease
ETF/jkf