EXHIBIT 5


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








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                                                                  (614) 464-6400




                                  May 21, 1997



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
adoption of an  amendment  to The Scotts  Company  1996 Stock  Option  Plan,  as
amended (the "Plan"), to make an additional 1,500,000 common shares, without par
value (the "Common Shares"),  of the Company available pursuant to the Plan, the
granting of options to  purchase  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 May 21, 1997. The purpose of the Registration  Statement
is to register the  additional  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.


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Board of Directors
The Scotts Company
May 21, 1997
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  the  additional  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




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