WEIL, GOTSHAL & MANGES LLP
      A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                767 FIFTH AVENUE * NEW YORK, NEW YORK 10153-0119
                                 (212) 310-8000
                                 (212) 310-8007




                                                  APRIL 22, 1997



U.S. Industries, Inc.
USI American Holdings, 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





U.S. Industries, Inc.
USI American Holdings, Inc.
April 22, 1997
Page 2


representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.

                  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).




U.S. Industries, Inc.
USI American Holdings, Inc.
April 22, 1997
Page 3




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

                  We 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