[LETTERHEAD OF LATHAM & WATKINS]
 
                                March 18, 1994



Avery Dennison Corporation
150 North Orange Grove Boulevard
Pasadena, California 91103

          Re:  $100,000,000 Aggregate Principal
               Amount of Debt Securities of
               Avery Dennison Corporation
               --------------------------------

Gentlemen:

          At your request, we have examined the Registration Statement on Form
S-3 (the "Registration Statement") to be filed by you with the Securities and
Exchange Commission on March 18, 1994 in connection with the registration under
the Securities Act of 1933, as amended (the "Act"), of $100,000,000 aggregate
principal amount of debt securities (the "Debt Securities") for an offering to
be made on a continuous or delayed basis pursuant to the provisions of Rule 415
under the Act. We are familiar with the proceedings taken, and are familiar with
the additional proceedings proposed to be taken, by you in connection with the
Debt Securities. We have examined the Indenture, dated as of March 15, 1991,
between you and Security Pacific National Bank, as Trustee, as amended by a
First Supplemental Indenture, dated as of March 16, 1993, between you and
BankAmerica National Trust Company, as successor Trustee (collectively, the
"Indenture"), under which the Debt Securities are to be issued.

          Subject to the proposed additional proceedings being taken as now
contemplated prior to the issuance of the Debt Securities, and subject to the
terms of

 
Avery Dennison Corporation
March 18, 1994
Page 2
 
the Debt Securities being otherwise in compliance with the then applicable law,
it is our opinion that the Debt Securities will, upon the issuance and sale
thereof in the manner referred to in the Registration Statement and the
Indenture, be valid, binding and enforceable obligations of Avery Dennison
Corporation.

          Our opinion is subject to the following limitations, qualifications
and exceptions: (a) the effect of bankruptcy, insolvency, reorganization,
moratorium or other similar laws, or equitable principles, relating to or
limiting the rights of creditors generally; (b) the use of the term enforceable
shall not imply any opinion as to the availability of specific performance,
injunctive relief or other equitable remedies; (c) we advise you that a
California court may not strictly enforce certain covenants contained in the
Indenture or allow acceleration of the maturity of the indebtedness evidenced by
the Debt Securities if it concludes that such enforcement or acceleration would
be unreasonable under the then existing circumstances; and (d) that certain
rights, remedies and waivers contained in the Indenture or Debt Securities may
be limited or rendered ineffective by applicable California laws or judicial
decisions governing such provisions, but such laws or judicial decisions do not
render the Indenture or the Debt Securities invalid or unenforceable as a whole.

          We consent to the use of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under the
caption "Legal Opinions" in the Prospectus which is a part thereof.

                              Very truly yours,



                              LATHAM & WATKINS