Exhibit 5.2







                                                                     Exhibit 5.2

                               US Industries, Inc.

                                 August 17, 1999

U.S. Industries, Inc.
USI American Holdings, Inc.
USI Global Corp.
101 Wood Avenue South
Iselin, New Jersey 08830

Ladies and Gentlemen:

         I am a Senior Vice President, General Counsel and Secretary and am
responsible for the legal affairs of U.S. Industries, Inc., a Delaware
corporation ("USI" and, collectively with its consolidated subsidiaries, the
"Company"), USI's wholly-owned indirect subsidiary, USI American Holdings, Inc.,
a Delaware corporation ("USIAH") and USI's wholly-owned subsidiary, and USI
Global Corp., a Delaware corporation ("USIGC" and, together with USI and USIAH,
the "Issuers"), in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), pursuant to a Registration Statement on
Form S-3 (Registration No. 333-84461) (the "Registration Statement") of notes of
the Issuers (the "Notes") which will be unconditionally guaranteed (the
"Guarantees") by USI's wholly-owned direct subsidiary, USI Atlantic Corp., a
Delaware corporation ("USI Atlantic" or the "Guarantor"), in the aggregate
principal amount of up to $600,000,000, to be offered and sold by the Issuers
from time to time pursuant to Rule 415 of the General Rules and Regulations
promulgated under the Securities Act (the "Securities Act Rules"), in each case
pursuant to terms and conditions to be designated by the Issuers at the time of
offering.

         In so acting, I have examined, or caused to be examined by appropriate
members of my staff, originals or copies, certified or otherwise identified to
my satisfaction, of such corporate records, agreements, documents and other
instruments, including (i) the Registration Statement, (ii) the Indenture, dated
as of October 27, 1998 among the Issuers, the Guarantor and The First National
Bank of Chicago, as Trustee (the "Indenture"), (iii) the First Supplemental
Indenture, dated as of April 30, 1999, among the Issuers, the Guarantor and The
First National Bank of Chicago, as Trustee (the "First Supplemental Indenture"),
(iv) the form of Underwriting Agreement filed as an Exhibit to the Registration
Statement and (v) such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Guarantor, and have made such
inquiries of such officers and representatives, as I have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.

         In such examination, I have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me 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, I
have relied upon certificates or comparable documents of officers and
representatives of the Issuers.

         In rendering this opinion, I have also assumed that prior to any
offering and sale of the Notes, each respective Board of Directors (or, in each
particular case, a special committee thereof authorized to act on its behalf) of
each of the Issuers and the Guarantor, will duly authorize the terms of and the
prices at which the Notes are to be issued and sold in accordance with the terms
of the Indenture and the First Supplemental Indenture.




         Based on the foregoing, and subject to the qualifications stated
herein, I am of the opinion that the Guarantees have been duly authorized by the
Guarantor and, when the Notes are executed on behalf of the Issuers,
authenticated by the Trustee and delivered in accordance with the terms of the
Indenture and the First Supplemental Indenture and as contemplated in the
Registration Statement, the Guarantees will constitute valid and binding
obligations of the Guarantor entitled to the benefits provided by the Indenture,
the First Supplemental Indenture and as contemplated in the Registration
Statement, enforceable against the Guarantor 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 opinion expressed herein is 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 I express no opinion as to the effect on the matters covered
by this letter of the laws of any other jurisdiction. In addition, the opinion
expressed herein pertains only to the Guarantees and I express no opinion as to
the Notes.

         I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.



                                    Very truly yours,



                                    /s/ George H. MacLean, Esq.
                                    ---------------------------
                                    George H. MacLean, Esq.