WEIL, GOTSHAL & MANGES LLP
      A Limited Liability Partnership Including Professional Corporations
                767 Fifth Avenue * New York, New York 10153-0119
                                 (212) 310-8000
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                               January 22, 1997




USI American Holdings, Inc.
US Industries, Inc.
101 Wood Avenue South
Iselin, New Jersey 08830


Ladies and Gentlemen:

            We have acted as counsel to U.S. Industries, Inc., a Delaware
corporation (the "Company"), and its wholly-owned subsidiary, USI American
Holdings, Inc., a Delaware corporation (the "Issuer"), in connection with the
preparation and filing with the Securities and Exchange Commission of the
Registration Statement on Form S-4 (the "Registration Statement") of the Issuer
and the Company for registration under the Securities Act of 1933, as amended
(the "Securities Act"), of $125 million aggregate principal amount of the
Issuer's 7 1/4% Senior Notes Due December 1, 2006, Series B (the "New Notes")
and the Company's guaranties in connection therewith (the "Guaranties"), each
issuable in connection with the exchange offer of New Notes for the Issuer's 7
1/4% Senior Notes Due December 1, 2006, Series A, which were not registered
under the Securities Act (the "Existing Notes").

            In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Indenture, dated as of December 12, 1996 (the "Indenture"), among the Issuer,
the Company and PNC Bank, National Association, as Trustee (the "Trustee"),
pursuant to which the New Notes will be issued, the form of the New Notes
included as Exhibit 4.2 to the Registration Statement and such corporate
records, agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Issuer and the Company, and have made such inquiries of such officers and
representatives, as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth.








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January 22, 1997
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            In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Issuer and the Company.

            Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:

            1. The New Notes have been duly authorized by the Issuer and, when
executed on behalf of the Issuer, authenticated by the Trustee and delivered in
accordance with the terms of the Indenture and as contemplated by the
Registration Statement, and upon the exchange by holders of Existing Notes of
Existing Notes for New Notes, will constitute valid and legally binding
obligations of the Issuer entitled to the benefits provided by the Indenture,
enforceable against the Issuer in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium or other similar laws affecting creditors' rights and remedies
generally and, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether sought in a proceeding at law or in equity).

            2. The Guaranties have been duly authorized by the Company and when
executed and delivered by the Company in accordance with the terms of the
Indenture and as contemplated by the Registration Statement, will constitute
valid and legally binding obligations of the Company, entitled to the benefits
provided by the Indenture, enforceable against the Company in accordance with
their terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws affecting
creditors' rights and remedies generally and, as to enforceability, to general
principles of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether sought in a proceeding at law or
in equity).

            The opinions expressed herein are limited to the laws of the State
of New York, the corporate laws of the State of Delaware and the federal laws of
the United States, and we








USI American Holdings, Inc.
January 22, 1997
Page 3


express no opinion as to the effect on the matters covered by this opinion of
the laws of any other jurisdiction.

            The opinions expressed herein are rendered solely for your benefit
in connection with the transactions described above. These opinions may not be
used or relied upon by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent, except that we
hereby consent to the use of this opinion as an exhibit to the Registration
Statement. We further consent to the reference to our name under the caption
"Legal Matters" in the prospectus which is a part of the Registration Statement.

                                          Very truly yours,


                                          WEIL, GOTSHAL & MANGES LLP