Exhibit 5



                            [Ropes & Gray Letterhead]






                                                 February 15, 2001





United States Can Company
700 East Butterfield Road, Suite 250
Lombard, Illinois 60148

         Re:  $175,000,000 in aggregate principal amount of 12 3/8% Series B
              Senior Subordinated Notes due 2010 of United States Can Company
              issued and exchanged for $175,000,000 in aggregate principal
              amount of 12 3/8% Senior Subordinated Notes due 2010 of United
              States Can Company

Ladies and Gentlemen:

         We have acted as counsel to United States Can Company, a Delaware
corporation (the "Company"), in connection with (i) the issuance by the Company
in an exchange offer (the "Exchange Offer") of $175,000,000 in aggregate
principal amount of its 12 3/8% Series B Senior Subordinated Notes due 2010 (the
"Exchange Notes"), which have been registered under the Securities Act of 1933,
as amended (the "Securities Act"), in exchange for $175,000,000 in aggregate
principal amount of the Company's outstanding 12 3/8% Senior Subordinated Notes
due 2010 (the "Initial Notes"), which have not been so registered, and (ii) the
preparation of the registration statement on Form S-4 (File No. 333-53276) filed
by the Company with the Securities and Exchange Commission (the "Registration
Statement") for the purpose of registering the Exchange Notes under the
Securities Act of 1933 (the "Act"). The Initial Notes have been, and the
Exchange Notes will be, issued pursuant to an Indenture dated as of October 4,
2000 (the "Indenture") between the Company and Bank One Trust Company, N.A., as
trustee (the "Trustee").

         This opinion is furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.



         We have examined such documents and made such other investigation as we
have deemed appropriate to render the opinions set forth below. As to matters of
fact material to our opinions, we have relied, without independent verification,
on representations made in the Indenture and certificates and other inquiries of
officers of the Company and of public officials.

         The opinions expressed below are limited to matters governed by the
laws of The Commonwealth of Massachusetts, the General Corporation Law of the
State of Delaware, the laws of the State of New York and the federal laws of the
United States of America.

         Based upon the foregoing, we are of the opinion that when the Exchange
Notes have been duly executed and authenticated in accordance with the terms of
the Indenture and have been delivered against receipt of the Initial Notes
surrendered in exchange therefor upon completion of the Exchange Offer, (subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
other similar laws of general application affecting the rights and remedies and
to general principal of equity) the Exchange Notes will constitute valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms.

         We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We also consent
to the reference to our firm under the caption "Legal Matters" in the
Registration Statement. In giving this consent, we do not thereby admit that we
are included in the category of persons whose consent is required under Section
7 of the Act or the rules and regulations of the Securities and Exchange
Commission.

                                           Very truly yours,

                                           /s/ Ropes & Gray

                                           Ropes & Gray