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                                     [LETTERHEAD]

                                                 August 5, 1996


Cosmetic Group U.S.A., Inc.
11312 Penrose Street
Sun Valley, California 91352

Re:  Registration Statement on Form S-3
     File No. 333-06277

Gentlemen:

We have acted as counsel for Cosmetic Group U.S.A., Inc. (the "Company") in
connection with the initial distribution of 600,000 shares of Common Stock and
Warrants to purchase 774,732 shares of Common Stock at exercise prices ranging
between $3.75 per share to $1.95 per share.  The Company has filed a
Registration Statement on Form S-3, File No. 33-36277 (the "Registration
Statement") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended.  The Registration Statement relates to a shelf
registration of an aggregate of 1,374,732 shares of the Company's Common Stock
which are being offered from time to time by certain selling shareholders (the
"Selling Shareholders").  The 1,374,732 shares being registered consist of
600,000 currently outstanding shares of Common Stock and 774,732 shares of 
Common Stock issuable upon the exercise of outstanding Warrants into such 
774,732 shares of Common Stock.

In giving this opinion, we have reviewed the Company's articles of
incorporation, by-laws and corporate proceedings, the Registration Statement,
and such other documents and certificates of officers of the Company with
respect to the factual matters contained therein as we have felt necessary or
appropriate in order to render the opinions expressed herein. In making our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents presented to us as originals, the conformity to original
documents of all documents presented to us as copies thereof and the
authenticity of the original documents from which any such copies were made,
which assumptions we have not independently verified.






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Cosmetic Group, U.S.A., Inc.
August 5, 1996
Page 2


Based upon the foregoing, we are of the opinion that:

1.  The issuance of the currently outstanding 600,000 shares of Common Stock
    has been duly authorized by the Board of Directors of the Company, and such
    shares are legally issued, fully paid and non-assessable.

2.  The issuance of the currently outstanding Warrants has been duly authorized
    by the Board of Directors of the Company, and the Warrants constitute
    legal, valid and binding obligations of the Company, and are enforceable
    against the Company in accordance with their terms, except (i) as
    enforceability may be limited by bankruptcy, insolvency, fraudulent
    transfer moratorium or other similar laws relating to of limiting
    creditors' rights generally and by general principles or equity (regardless
    of whether such enforceability is considered in a proceeding at law or in
    equity) and (ii) to the extent that rights to indemnity and contribution
    thereunder may be limited under applicable laws.

3.  The 774,732 shares of Common Stock issuable upon the exercise of the
    Warrants have been duly authorized by the Board of Directors of the
    Company, and, upon exercise of the Warrants in accordance with their terms
    and payment of the exercise price therefor, will be validly issued, fully
    paid and nonassessable.

We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
Prospectus filed as a part of the Registration Statement.


                                  Very truly yours,


                                  /s/ William B. Barnett
                                  ----------------------
                                  Law Offices of William B. Barnett