[LETTERHEAD OF LATHAM WATKINS]

                                  March 29, 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
               --------------------------------

Ladies and Gentlemen:

          We have acted as your counsel in connection with the issuance and sale
from time to time of Medium Term Notes, Series B, due from nine months to 30
years from the date of issue (the "Securities") pursuant to that certain
Indenture, dated as of March 15, 1991, between Avery Dennison Corporation (the
"Company") and Security Pacific National Bank, as Trustee, as amended by that
certain First Supplemental Indenture, dated as of March 16, 1993, between the
Company and BankAmerica National Trust Company, as successor trustee (the
"Trustee") (collectively, the "Indenture").  The Securities are registered on
the Registration Statement on Form S-3 (File No. 33-52737; the "Registration
Statement"), filed by the Company on March 18, 1994 under the Securities Act of
1933, as amended (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 authorization, issuance and sale of the Securities.  We have
examined the Registration Statement and the Indenture under which the Securities
are to be issued.

 
Avery Dennison Corporation
March 29, 1994
Page 2

          Based on the foregoing, and in reliance thereon, and subject to the
assumptions, qualifications and limitations set forth herein, it is our opinion
that the Securities have been duly authorized by all necessary corporate action
on the part of the Company and when the final terms of a particular Security and
of its issuance and sale have been duly established in conformity with the
Indenture, and when such Security has been duly executed, authenticated, issued
and delivered by the Company, and paid for as contemplated by the Distribution
Agreement, dated as of March 29, 1994, among the Company, Goldman, Sachs & Co.
and J.P. Morgan Securities Inc., and by any applicable Terms Agreement, such
Security will be a valid, binding and enforceable obligation of the Company
entitled to the benefits provided by the Indenture.

          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 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 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 Securities invalid or unenforceable as a whole.

          We consent to the incorporation by reference of this opinion in the
Registration Statement.

                              Very truly yours,



                              LATHAM & WATKINS