EXHIBIT 5.1












                                                                 29 August, 1996



Helen of Troy Limited,
6827 Market Avenue,
El Paso, Texas 79915,
United States of America.

Dear Sirs,

                       RE:HELEN OF TROY LIMITED (THE "COMPANY")
                             REGISTRATION OF COMMON STOCK

    We have acted as special legal counsel in Bermuda to the Company in
connection with the registration by the Company of an aggregate of 240,000 of
its common shares of US$0.10 par value (the "Shares") to be issued pursuant to
the Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan (the
"Plan").

    For the purposes of giving this opinion, we have examined a facsimile copy
dated 28 August, 1996 of a draft Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission on 30 August, 1996 under the Securities Act of 1933, as amended (the
"Act").

    We have also reviewed the memorandum of association and the by-laws of the
Company, a certified copy of resolutions passed at a meeting of its directors
and at a meeting of its shareholders held on 23 August, 1995, and such other
documents and made such enquiries as to questions of law as we have deemed
necessary in order to render the opinion set forth below.

    We have assumed (a) the genuineness and authenticity of all signatures and
the conformity to the originals of all copies of documents (whether or not
certified), (b) the accuracy and completeness of all factual representations
made in the Registration Statement and other documents reviewed by us, (c) full
payment for the Shares upon the exercise of the stock options pursuant to the
Plan, (d) that there is no provision of the law of any jurisdiction, other than
Bermuda, which would have any implication in relation to the options expressed
herein.

    We have made no investigation of and express no opinion in relation to the
laws of any jurisdiction other than Bermuda.  This opinion is to be governed by
and construed in accordance with the laws of Bermuda and is limited to and is
given on the basis of the current law and practice in Bermuda.  This opinion is
issued solely for your benefit and is not to be relied upon by any other person,
firm or entity or in respect of any other matter.

    On the basis of and subject to the foregoing, we are of the opinion that
the Shares to be registered by the Company as described in the Registration
Statement when issued by the Company, will be validly issued, fully paid and
nonassessable (meaning that no further sums will be payable with respect to the
holdings of the Shares).

    We hereby consent to the filing of this opinion as exhibit to the
Registration Statement.  In giving such consent, we do not admit that we come
within the category or persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Securities and Exchange Commission
thereunder.

                             Yours faithfully,

                             CONYERS, DILL & PEARMAN

                             By: /s/ Conyers, Dill & Pearman